Terms of Use Agreement

MemoriesGrow, Inc. ("MG" or "we") operates Memoriesgrow.com (the "Website"), which is a content hosting and sharing service which allows Users (as defined hereinbelow) to store and organize pictures, images, text, audio clips and videos and create online personal profiles. The services offered by MG include the Website, content (including, without limitation, images, video and accompanying audio) hosting, applications and services, links to partner Providers, including printing and other photographic merchandise, MG APIs, and any other features, content, mobile services, MG branded URLs or applications offered from time to time by MG in connection with MG’s business (collectively, the "MG Services").

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the MG Services. Use of the Website is also governed by the MG Privacy Policy, which is incorporated into this Agreement by this reference. By using the MG Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse or use the Website, including through a mobile device, or otherwise use the MG Services without being registered) or you are a "Member" (which means that you have registered with MG). The term "User" refers to either a Visitor or a Member. You are only authorized to access this Website or to use the MG Services, including materials and services contained in the Website (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and the terms of this Agreement. Please read this Agreement carefully and save it. If you do not agree to be bound by this Agreement and to follow all applicable laws, you should leave the Website and discontinue use of the MG Services immediately. If you wish to make use of the MG Services, read this Agreement and reaffirm your acceptance during the registration Process.

This Agreement includes MG's policy for acceptable uses of the MG Services and Content (as defined in Section 6.1 below) posted on or through the MG Services and your rights, obligations and restrictions regarding your use of the MG Services and Content posted on or through the MG Services. You may receive a copy of this Agreement by emailing us at: legal@memoriesgrow.com, Subject: Terms of Use Agreement.

MG may modify or amend this Agreement without notice at any time and such modification will be effective upon posting by MG to the Website. Your continued use of the MG Services after MG posts a revised Agreement signifies your acceptance of the revised Agreement. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on or through the MG Services and that you make available directly or indirectly to other Users. Your MG Profile and any Content that you upload to MG may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other MG Users (for instance, in their profile or images/videos) may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and MG assumes no responsibility or liability for this material. If you become aware of misuse of the MG Services by any person, please email abuse@memoriesgrow.com, and include in your email a URL to the material in question.

MG reserves the right, in its sole discretion, to reject, refuse to post, or remove any posting (including, without limitation, descriptions, comments, pictures, audio files, images or videos) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the MG Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. MG expressly reserves the right to remove any or all of your pictures, images, audio files, videos, account and profile and/or to deny, restrict, suspend, or terminate your access to all or any part of the MG Services if MG determines, in its sole discretion, that you have violated this Agreement or pose a threat to MG and/or its Users.

1. Eligibility. Use of the MG Services and/or registration to be a Member for the MG Services ("Membership") is void where prohibited. By using the MG Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the MG Services does not violate any applicable law or regulation.

2. Term. This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the MG Services. You may terminate your Membership at any time, for any reason, by following the instructions on the “My Account” page. MG may terminate your Membership at any time, without warning for any or no reason, with or without prior notice or explanation, and without liability. This Agreement shall survive and remain in effect in its entirety, even after your Membership is terminated and/or you cease to use the MG Services.

3. Fees. Users may choose between three plans; the Immediate Family Plan, the Immediate Family Plus Plan, and the Family Historian Plan. The Immediate Family Plan is a free account and includes you, your parents, your siblings, your spouse, your children, and your pets. The Immediate Family Plus Plan is available on a monthly or annual subscription basis, and includes the Immediate Family Plan plus your grandparents, as well as a higher storage capacity. The Family Historian Plan is also available on a monthly or annual subscription basis, includes the Immediate Family Plus Plan as well as all of your ancestors starting at great grandparents and siblings, and has the highest storage capacity. Your MG accounts are solely for family’s own personal use and benefit. MG reserves the right to charge for any portion of the MG Services and to change its fees from time to time in its sole discretion. If MG terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees.

4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify MG immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

5. Use by Users. The MG Services are for the personal use of Users, and direct commercial endeavors may only be used if they are specifically endorsed or authorized by MG. MG reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the MG Services, including collecting usernames, user identification numbers, and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website, or employing third-party promotional Websites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized solicitation may be removed from images, videos and/or Member Profiles without notice or explanation and may result in termination of Membership privileges. MG reserves the right to take appropriate legal action for any illegal or unauthorized use of the MG Services.

6. Proprietary Rights in Content on MG.

   1. MG does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, applications, or any other materials (collectively, "Content") that you post on or through the MG Services. By displaying or publishing ("posting") any Content on or through the MG Services, you hereby grant to MG and other users a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content, including without limitation distributing part or all of the Website in any media formats through any media channels. MG and/or other Users may copy, print or display publicly available Content outside of the MG Services, including without limitation, via the Website or third party websites or applications (for example, services allowing Users to order prints of Content or t-shirts and similar items containing Content). After you remove your Content from the MG Website, we will cease distribution as soon as practicable, and at such time when distribution ceases, the license to such Content will terminate.
   2. You represent and warrant that: (i) you own the Content posted by you on or through the MG Services or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of your Content on or through the MG Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual Property rights or any other rights of any person, and (iii) the posting of your Content on the Website does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of Content you post on or through the MG Services.
   3. The MG Services contain Content of MG ("MG Content"). MG Content is protected by copyright, trademark, patent, trade secret and other laws, and MG owns and retains all rights in the MG Content and the MG Services. MG hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the MG Content (excluding any software code) solely for your personal use in connection with viewing the Website and using the MG Services.
   4. The MG Services contain Content of Users and other MG licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the MG Services.
   5. MG performs technical functions necessary to offer the MG Services, including but not limited to transcoding and/or reformatting Content to allow its use throughout the MG Services.
   6. Although the Website and other MG Services are normally available, there will be occasions when the Website or other MG Services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of MG. Also, although MG will normally only delete Content that violates this Agreement, MG reserves the right to delete any Content for any reason, without prior notice. Deleted content may be stored by MG in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, MG encourages you to maintain your own backup of your Content. In other words, MG is not a backup service. MG will not be liable to you for any modification, suspension, or discontinuation of the MG Services, or the loss of any Content.

7. Content Posted.

   1. MG may reject, refuse to post or delete any Content for any or no reason, including Content that in the sole judgment of MG violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. MG assumes no responsibility for monitoring the MG Services for inappropriate Content or conduct. However, MG may choose to monitor such Content at any time, in its sole discretion. If MG chooses to monitor the MG Services, MG nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
   2. You are solely responsible for the Content that you post on or through any of the MG Services, and any material or information that you transmit to other Users and for your interactions with other Users.

8. Content/Activity Prohibited. You must use the MG Services in a manner consistent with any and all applicable laws and regulations. MG reserves the right to investigate and take appropriate legal action against anyone who, in MG's sole discretion, violates this provision, including without limitation, removing the offending Content from the MG Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of MG:

   1. is patently offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
   2. harasses or advocates harassment of another person;
   3. exploits people in a sexual or violent manner;
   4. contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;
   5. publicly posts information that poses or creates a privacy or security risk to any person;
   6. constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
   7. violates the privacy rights, publicity rights, defamation rights, copyrights, trademark rights, contract rights or any other rights of any person.
   8. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
   9. solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
   10. involves commercial activities and/or sales without prior written consent from MG such as contests, sweepstakes, barter, advertising, or pyramid schemes; or
   11. includes a photograph or video of another person that you have posted without that person's consent.

   The following are examples of the kind of activity that is illegal or prohibited on the Website and through the use of the MG Services. MG reserves the right to investigate and take appropriate legal action against anyone who, in MG's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

   1. criminal or tortious activity, including child pornography or erotica, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, phishing, spimming, "pyramid schemes," Ponzi schemes, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
   2. advertising to, or solicitation of, any User to buy or sell any Products or services through the unauthorized or impermissible use of the MG Services.
   3. circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the MG Services
   4. covering or obscuring the banner advertisements on your personal Profile page, or any MG page via HTML/CSS or any other means;
   5. including any HTML, CSS or other coding on your personal Profile page, including, without limitation, any hidden or otherwise surreptitiously contained code in the Content which is unrelated to the immediate aesthetic nature of the Content;
   6. impersonating or attempting to impersonate another User, person or entity;
   7. using any information obtained from the MG Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
   8. displaying an unauthorized commercial advertisement on your Profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the MG Services on behalf of that person;
   9. using any meta tags or other hidden text or metadata utilizing a MG name, trademark, URL or Product name without MG's express written consent;
   10. collecting or store personal data about other users without their express permission;
   11. impersonating or misrepresenting your affiliation with any person or entity, through pretexting or any other form of social engineering, or otherwise committing fraud; or
   12. using the MG Services in a manner inconsistent with any and all applicable laws and regulations.

9. Member Disputes. You are solely responsible for your interactions with other Members. MG reserves the right, but has no obligation, to resolve or arbitrate disputes between you and other Members.

10. Disclaimers. MG is not responsible for and makes no warranties, express or implied, as to the Content or the accuracy and reliability of the Content posted on or through the MG Services, whether caused by Users of the MG Services or by any of the equipment or programming associated with or utilized in the MG Services and such Content does not necessarily reflect the opinions or policies of MG. Profiles and other Content created and posted by Users on the Website may contain links to other websites. MG is not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by MG. Inclusion of any linked website on the MG Services does not imply approval or endorsement of the linked website by MG. When you access these third-party Websites, you do so at your own risk. MG takes no responsibility for third-party advertisements or third-party applications or services that are posted on or through the MG Services, nor does it take any responsibility for the goods or services provided by its advertisers or third party websites or applications. MG is not responsible for the conduct, whether online or offline, of any User of the MG Services. MG assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction, or unauthorized access to, or alteration of, any User communication. MG is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the MG Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the MG Services. Under no circumstances shall MG be responsible for any loss or damage, including personal injury or death, resulting from use of the MG Services, from any Content posted on or through the MG Services, or from the conduct of any Users of the MG Services, whether online or offline. The MG Services are provided "AS-IS" and as available and MG expressly disclaims any warranty of fitness for a particular purpose or non-infringement. MG cannot guarantee and does not promise any specific results from use of the MG Services.

11. Limitation on Liability. IN NO EVENT SHALL MG BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE MG SERVICES, EVEN IF MG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MG'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MG FOR THE MG SERVICES DURING THE TERM OF MEMBERSHIP.

12. U.S. Export Controls. Software available in connection with the MG Services (the "Software") may be subject to United States export controls. No Software may be downloaded from the MG Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.

13. Disputes. The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and MG agree to submit to the exclusive jurisdiction of the courts located within the County of San Francisco in the State of California. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.

14. Indemnity. You agree to indemnify and hold MG, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the MG Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or if any Content that you post on or through the MG Services causes MG to be liable to another.

15. Protecting Copyrights and Other Intellectual Property. MG respects the intellectual property of others, and requires that our users do the same. You may not upload, embed, post, email, transmit or otherwise make available any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. MG has the right to terminate the Membership of infringers.

16. Other. This Agreement is accepted upon your use of the Website or any of the MG Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and MG regarding the use of the MG Services. The failure of MG to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: legal@memoriesgrow.com with any questions regarding this Agreement.