User Policy

Last Updated: 08/02/2024

Welcome to Sprunox,LLC (“WeMemo”). Please read these Terms of

Service (“Terms”) and our Privacy Policy carefully, as they govern your

use of our platform (as defined below) and all content and information

contained therein. By accessing or using our website

(WeMemoApp.com), mobile applications, and related services and

offerings (collectively, the “Platform”), you agree to be bound by these

Terms. If you do not agree to any part of these Terms, please do not use

our Platform.

IMPORTANT: THESE TERMS INCLUDE, AMONG OTHER THINGS, AN

ARBITRATION PROVISION AND A CLASS ACTION WAIVER.

PLEASE SEE SECTION XIII FOR MORE INFORMATION.

These Terms form a binding legal agreement between Sprunox, LLC.

(“WeMemo, “we”, “us”, and “our”) and you regarding the use of our

website (WeMemoApp.com), mobile applications, and related services

and offerings (collectively, the “Platform”). “Users” means other visitors

and users of the Platform.

I. AGREEMENT TO TERMS

By using the Platform, you agree that you are legally bound by these

Terms, which includes our Privacy Policy. If you object to any provision of

these Terms, you may not use our Platform.

II. USE OF SERVICE PROVIDERS AND OTHER THIRD-PARTY

PLATFORMS

Certain of our Platform integrate, or allow you to link accounts on, third-

party platforms and services (such as chat tools, calendar/scheduling

platforms, etc.) (collectively, “Third-Party Platforms”). We do not control

the applicable third parties who provide and operate these Third-Party

Platforms, and your use of any Third-Party Platforms is subject to the

applicable third party’s terms of use and privacy policies.

III. USE OF THE SERVICES

A. Eligibility

We permit users only age 13 or older to use our Platform. In order for

you to use the Platform, you must be at least 13 years old. By signing up

for a user account or by using the Platform, you are affirming that you are

13 years of age or older. We are not liable for any damages that may

result from a user’s misrepresentation of their age. In addition, certain

Platform may have additional eligibility requirements, as specified on the

Platform.

B. Registration and Your Information

If you want to use certain features of the Platform, such as assigning or

accepting To Dos from members of your family or downloading for free or

purchase the home and lifestyle organization plans offered by one of our

WeMemo App, you will be required to provide certain of information in

order to create an account with WeMemo (“Account”). You may register

for only one Account and your unique Account can be used across our

Platform.

You agree to provide us with accurate, complete, and up-to-date

information for your Account, and to update such information, as needed,

to keep it accurate, complete, and up-to-date. If you don’t, we may

suspend or terminate your Account. You agree that you won’t disclose

your Account password to anyone and you’ll notify us immediately of any

unauthorized use of your Account. You are responsible for all activities

that occur under your Account, whether or not you have actual

knowledge regarding such activities.

C. Restrictions and Acceptable Use

You represent, warrant, and agree that you will not: (i) remove any

trademark or copyright notices contained in the Platform or Content; (ii)

reproduce, modify, publish, distribute, transmit, disseminate, transfer,

license, sell, lease, create derivative works based upon, or in any way

commercially exploit the Platform or Content; (iii) use manual or

automated means to trawl, mine, scrape, frame, or mirror the Platform or

Content; (iv) disassemble, decompile or reverse engineer the Platform or

Content; (v) attempt to hack, defeat, or overcome any encryption

technology or security measures regarding the Platform or our other

systems or those of any third party, or gain any unauthorized access to

any systems or accounts; (vi) interfere with or disrupt the operation of

the Platform or any other systems or otherwise interrupt or interfere with

any other user’s use or enjoyment of the Platform; (vii) violate any

applicable local, state, national or international law; (viii) post or transmit

any Content that is unlawful, defamatory, abusive, harassing,

threatening, obscene, fraudulent, or otherwise inappropriate, or infringes

any intellectual property or privacy rights of any person; (ix) send

unsolicited advertisements through the Platform; (x) use the Platform in a

way that will adversely affect us or reflect negatively on us, any of our

goodwill, name or reputation; (xi) provide any false or misleading

information or any information that you do not have the right to provide;

or (xii) otherwise violate any of our posted policies or rules.

D. Links to Third-Party Websites or Resources

Our Platform may contain links to third-party websites and platforms that

are not owned or controlled by WeMemo, such as those of our business

partners. WeMemo has no control over, and assumes no responsibility

for, these websites or platforms (including any content, terms of use, or

privacy policies). You follow these links and use such third-party websites

and platforms at your own risk.

Any links furnished through our Platform are provided to you for your

convenience and any inclusion of a third-party link shall in no way be

construed as an endorsement by us of the website(s), digital properties,

or their content.

We have no control over, and are not responsible for, your interactions

(online or in person) with any third parties, even if introduced via the

Platform. You are solely responsible for your interactions with any third

parties. Additionally, certain third-party providers integrated or featured

on the Platform may charge for access to certain services, features, or

content. We may be compensated by third parties for promotion of, or

referrals to, their services. Notwithstanding the foregoing, any transaction

between you and any third party will be solely between you and such

third party, and we are not party to (and have no liability for) any such

transaction.

IV. CONTENT AND CONTENT RIGHTS

For purposes of these Terms, “Content” means text, graphics, images,

music, software, audio, video, works of authorship of any kind, and

information or other materials that are posted, generated, provided, or

otherwise made available through the PlatformWeMemo.

Content Ownership

WeMemo and its licensors exclusively own all right, title, and interest in

and to the Platform and Content, including all associated intellectual

property rights. You acknowledge that the Platform and Content are

protected by copyright, trademark, and other laws of the United States

and foreign countries. You agree not to remove, alter, or obscure any

incorporated in or accompanying the Platform or Content. Nothing

contained in the Platform should be construed as granting any license or

right to use any of the Content without our written permission. Subject to

your continued compliance with these Terms, we hereby grant you a

personal, non-exclusive, revocable, non-transferable, and non-

sublicensable license to access and use the Platform and Content for

your personal, non-commercial use.

Your Content

“Your Content” means any Content submitted to the Platform by you

(such as profile photos and information and descriptions of events, etc.).

We have the right, but no obligation, to monitor or screen Your Content

and remove any of Your Content that we deem objectionable in any way.

By submitting any of Your Content, you: (i) represent and warrant that

you have all right, title, and interest to do so; (ii) acknowledge that Your

Content may be visible to other users who are registered under your

family or household, or, in certain cases, individuals with whom you

have specifically shared Your Content; (iii) grant us and our affiliates a

non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free,

and fully transferable and sublicensable license to use, reproduce,

display, perform, modify, transmit, distribute and create derivative works

of Your Content in any media and for any purpose whatsoever (including

to operate, maintain, improve, and promote the Platform) without

attribution or compensation; and (iv) irrevocably waive any claims of

moral rights, privacy, publicity, or similar rights in any of Your Content.

Notwithstanding the foregoing, our treatment of your Personal

Information will be governed by our then-current Privacy Policy.

Feedback

If you provide feedback, suggestions, improvements, or requests for

additional functionality (collectively, “Feedback”), you hereby and

automatically grant us an unrestricted, perpetual, irrevocable, royalty-

free, worldwide license to use, reproduce, display, perform, modify,

transmit, distribute, and create derivative works of such Feedback in any

way we deem reasonable, without any attribution or accounting to you.

This paragraph will survive any termination or expiration of these Terms

or of your account on (or use of) the Platform.

V. COPYRIGHT; DMCA

If you believe that any Content on the Platform infringes your copyrights

or other intellectual property rights, please notify our designated

with the requirements of the DMCA by including the following: (i) a

physical or electronic signature of a person authorized to act on behalf of

the owner of an exclusive right that is allegedly infringed; (ii) identification

of the copyrighted work claimed to have been infringed, or, if multiple

copyrighted works at a single online site are covered by a single

notification, a representative list of such works at that site; (iii)

identification of the material that is claimed to be infringing or to be the

subject of infringing activity and that is to be removed or access to which

is to be disabled, and information reasonably sufficient to permit us to

locate the material; (iv) information reasonably sufficient to permit us to

contact you, such as an address, telephone number, and, if available, an

electronic mail address at which the complaining party may be

contacted; (v) a statement that you have a good faith belief that use of

the material in the manner complained of is not authorized by the

information in the notification is accurate, and under penalty of perjury,

that you are authorized to act on behalf of the owner of an exclusive right

that is allegedly infringed

VI. DISCLAIMERS

THE SERVICES AND ALL CONTENT, INFORMATION, AND

PRODUCTS AVAILABLE THROUGH THE SERVICES ARE PROVIDED

ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOUR USE

RELATING THERETO IS AT YOUR SOLE RISK. TO THE FULLEST

EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WeMemo AND ITS

SUCCESSORS AND AFFILIATES DISCLAIM ALL REPRESENTATIONS

AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING

BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY INFORMATION

OR PRODUCTS APPEARING ON THE SERVICES SHALL BE AT YOUR

SOLE RISK, AND YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE

HAD REGARDING ANY REPRESENTATION OR WARRANTY,

EXPRESS OR IMPLIED, ON THE PART OF WeMemo AND ITS

AFFILIATES REGARDING THE FUNCTIONING AND USE OF THE

SERVICES.

WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL

MALFUNCTION OF ANY ELECTRONIC NETWORK, SERVERS,

SOFTWARE, OR FAILURE OF TRANSMISSION AS A RESULT OF

TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE

INTERNET, ANY THIRD PARTY’S SYSTEMS, OR THE SERVICES,

INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON'S

COMPUTER RESULTING FROM USE OF THE SERVICES. WE

CANNOT GUARANTEE ANY SPECIFIC RESULTS FROM USE OF THE

SERVICES OR CONTENT. UNDER NO CIRCUMSTANCES SHALL WE

BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM

USE OF THE SERVICES, CONTENT, OR FROM THE CONDUCT OF

ANY USERS OF THE SERVICES OR OTHER THIRD PARTIES. WE DO

NOT ENDORSE ANY USERS OR THIRD PARTIES LISTED OR

REFERENCED ON THE SERVICES. SOME STATES DO NOT ALLOW

CERTAIN DISCLAIMERS OR LIMITATIONS ON WARRANTIES, SO

SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

THESE LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT

PERMITTED BY LAW.

Force Majeure: We will not be responsible or liable for any delays or

failures to perform due to causes beyond our reasonable control, which

may include natural disasters, terrorist attacks, criminal activity, failure of

internet or communications networks, health emergencies including

pandemics or similar serious outbreaks of disease, or other force

majeure events.

VII. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL

WeMemo, ITS SUCCESSORS AND AFFILIATES OR THEIR

OFFICERS, DIRECTORS, EMPLOYEES, VOLUNTEERS, AGENTS,

LICENSORS, AND SUPPLIERS BE LIABLE FOR ANY DIRECT,

INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES

WHATSOEVER AND HOWSOEVER ARISING, WHETHER CAUSED BY

TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR

OTHERWISE, EVEN IF FORESEEABLE, INCLUDING ANY SUCH

DAMAGES RESULTING FROM A CLAIM BY ANY PARTY RELATING

TO THE USE OF OR INABILITY TO USE THE SERVICES OR ANY

ASSOCIATED INFORMATION OR PRODUCTS. FURTHERMORE,

WeMemo AND ITS SUCCESSORS AND AFFILIATES SHALL NOT BE

LIABLE FOR DAMAGES RELATING TO THE USE OF THIRD-PARTY

SITES OR DIGITAL PROPERTIES LINKED TO OR USED BY THE

SERVICES. IF, FOR ANY

REASON, THE FOREGOING EXCLUSIONS AND LIMITATIONS OF

LIABILITY ARE HELD UNENFORCEABLE OR INAPPLICABLE, THE

TOTAL AGGREGATE LIABILITY OF WeMemo TO A USER OF ITS

SERVICES SHALL NOT EXCEED TWENTY-FIVE U.S. DOLLARS

($25.00) RESPECTIVELY.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF

CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN

LIABILITIES. IN SUCH JURISDICTIONS, THE LIABILITY OF WeMemo

WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

VIII. RELEASE AND INDEMNIFICATION

To the fullest extent permitted by law, you release and will defend,

indemnify, and hold harmless WeMemo and its successors and

affiliates, as well as its and their officers, directors, employees,

volunteers, agents, licensors, and suppliers, from and against any

damages or claims, actions or demands, liabilities, and settlements,

including, without limitation, reasonable legal and accounting fees,

regardless of whether they are attributable to any act or omission of

WeMemo and its successors and affiliates, in connection with (1) your

use of the Platform or Your Content, (2) your breach of these Terms, (3)

your negligent or wrongful conduct, (4) your access to or use of any third

party website or platform linked to or used by the Platform or any other

interactions or transactions with third parties, or (5) your violation of any

third-party right, including without limitation any trademark, copyright, or

other proprietary or privacy right. This indemnification provision shall

apply to third-party claims as well as claims between the parties to these

Terms. We may opt to defend any such third-party claims at our sole

discretion, in which case you will indemnify us for the costs of such

defense.

CALIFORNIA RESIDENTS HEREBY WAIVE CALIFORNIA CIVIL CODE

SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT

EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY

DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR

AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN

BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR

HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

VIII. CHANGES TO SERVICES

The Platform are subject to change any time without notice, including to

correct any errors or omissions in any portion of the Platform. At any

time, WeMemo may terminate, change, or suspend any aspect of the

Platform or your access thereto, temporarily or permanently, without

notice to you. WeMemo is not obligated to continue to support or update

the Platform. WeMemo may impose limits on certain features or services

or restrict your access to parts, or all of the Platform. You acknowledge

and agree that WeMemo and its successors and affiliates shall not be

liable to you or to any third party in the event that the Platform or any part

thereof become temporarily or permanently unavailable.

IX. CHANGES TO THE TERMS

We may update these Terms from time to time in our discretion. We will

always keep the current version of these Terms posted on our website.

By using the Platform after a new version of these Terms have been

posted, you agree to the terms and conditions of such version of these

Terms. If you do not agree to these Terms, you must immediately cease

your use of the Platform.

X. ENTIRE AGREEMENT

These Terms, our Privacy Policy, and any notices, terms, and items

incorporated into any of them, constitute the entire agreement between

you and WeMemo regarding your use of the Platform and supersede

and replace any prior understandings, whether oral or written, and

extinguish all previous drafts, agreements, arrangements, and

understandings between you and WeMemo, whether written or oral,

relating to the Platform. You shall not have any claim for innocent or

negligent misrepresentation based upon any statement in these Terms.

XI. ASSIGNMENT

These Terms and any rights and licenses granted hereunder may not be

transferred or assigned by you.

XII. COMPLIANCE WITH APPLICABLE LAW AND GOVERNING LAW

We make no representations that the Content or the Platform are

appropriate or that they may be used or downloaded outside of the

United States. Access to the Platform may not be legal in certain

countries outside of the United States. If you access the Platform from

outside the United States, you do so at your own risk and are

responsible for compliance with the laws of the jurisdiction from which

you access the Platform.

WeMemo maintains the Platform from the United States. Additionally, our

Platform are subject to United States export control laws and regulations

and may be subject to export or import regulations in other countries.

You agree to strictly comply with all such laws and regulations and

acknowledge that you have the responsibility to obtain authorization to

export, re-export, or import any data on our Platform as may be required.

Our Platform were created and are controlled by WeMemo in the State of

Delaware, United States of America. These Terms, and any disputes

arising therefrom or in connection with the Platform, shall be construed

and interpreted under the laws of the State of Delaware and applicable

United States federal laws, without regard for any conflict or choice of

law principles thereof.

XIII. ARBITRATION & CLASS ACTION WAIVER

By agreeing to these Terms, you also agree to arbitrate any and all

claims arising out of or relating to these Terms or use of the Platform (a

“Claim”) pursuant to the Federal Arbitration Act and subject to the terms

below. You and WeMemo agree that we intend that this Section XIII

satisfies the “writing” requirement of the Federal Arbitration Act, and

further agree that notwithstanding any other provision of the Terms, the

Federal Arbitration Act shall govern the interpretation and enforcement

of this Section.

In the event of a Claim, you and we agree to binding alternative dispute

resolution pursuant to the then-current Commercial Arbitration Rules of

the American Arbitration Association (“AAA”), however titled (“AAA

Rules”).

ARBITRATION OF YOUR CLAIM IS MANDATORY AND BINDING.

NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM

THROUGH A COURT. IN ARBITRATION, NEITHER PARTY WILL HAVE

THE RIGHT TO A JURY TRIAL OR TO ENGAGE IN DISCOVERY,

EXCEPT AS PROVIDED FOR IN THE AAA RULES.

NO CLASS ACTION OR OTHER REPRESENTATIVE ACTION OR

PRIVATE ATTORNEY GENERAL ACTION OR JOINDER OR

CONSOLIDATION OF ANY CLAIM WITH A CLAIM OF ANOTHER

PERSON OR CLASS OF CLAIMANTS SHALL BE PERMITTED.

All parties to the arbitration will have the right, at their own expense, to

be represented by an attorney or other advocate of their choosing. The

arbitration proceeding will be held in Middletown, Delaware, unless you

elect to proceed with a telephonic hearing or unless you and WeMemo

agree to an alternative location. WeMemo will pay the initial filing fee for

any arbitration, but the parties each shall otherwise bear their respective

fees and expenses except as may be provided in the AAA Rules.

For a copy of the AAA Rules, to file a claim or for other information about

the AAA, contact AAA, at One Sansome Street, Suite 1600, San

Francisco, CA 94104 or at www.adr.org.

All determinations as to the scope, interpretation, enforceability, and

validity of these Terms shall be made final exclusively by the arbitrator,

which award shall be binding and final. Judgment on the arbitration

award may be entered in any court having jurisdiction.

This arbitration provision shall survive the termination of the Platform or

of these Terms. If any portion of this arbitration provision is deemed

invalid or unenforceable, the remaining portions shall remain in force.

XIV. TERMINATION

WeMemo may immediately terminate these Terms or terminate your

access to the Platform with or without cause, and with or without notice,

at any time. Such termination shall take effect immediately, unless

WeMemo provides otherwise in any notice. Upon termination of your

Account, your right to use the Platform immediately ceases and you

acknowledge and agree that WeMemo may immediately delete any files

and data relating to your Account, and bar any further access to such

data or to the Platform. WeMemo shall not be liable to you or to any third

party for termination of your right to use the Platform. In the event of

termination of these Terms, the Use Of Service Providers And Other

Third-Party Platforms, Content and Content Rights, Disclaimers,

Limitation of Liability, Indemnification, Compliance with Applicable Law

and Governing Law, and Arbitration & Class Action Waiver sections, and

any other section of these Terms that by their nature reasonably should

be construed to survive termination, shall, in each case, survive such

termination.

XV. GENERAL

The headings contained in these Terms are for convenience only and are

not to be used in interpreting these Terms. The provisions of these Terms

are severable. In the event any provision of these Terms shall, in whole

or in part, be determined to be void for any reason, the remaining

provisions will remain in full force and effect. WeMemo’s failure or delay

in exercising or enforcing any right under these Terms shall not operate

as a waiver or relinquishment of any right. No waiver of any of these

Terms shall be deemed a further or continuing waiver of such term or

condition or any other term or condition. YOU AGREE THAT ANY

CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE

SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE

CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF

ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED

UNDER APPLICABLE LAW.

XVI. CONTACT INFORMATION

If you have any questions about these Terms or the Platform, please

contact [email protected]