TERMS OF USE

Effective date: August 24, 2017

IMPORTANT: These terms OF USE contain a binding arbitration clause and class action waiver that impact your rights about how to resolve disputes. If you live in the United States or Canada, please read THEM carefully.

1. Introduction

Thank you for visiting a website, service, software, or application provided by Memory Palace, Inc. (“Memory Palace”).

By accessing or using Memory Palace websites, services, software, or applications made available by Memory Palace on any platform (collectively, our “Service” or “Services”) you agree to be bound by these Terms of Use (“Terms”).

These Terms are a legal contract between You and Memory Palace and affect your legal rights and obligations regarding your use of the Service.

BEFORE ACCESSING OR USING THE SERVICE, PLEASE READ THESE TERMS CAREFULLY AS THEY APPLY TO ALL THOSE WHO ACCESS OR USE THE SERVICE (“USERS”).

If you don’t agree to be bound by all of these Terms, don’t access or use the Service.

BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, ANY ADDITIONAL AGREEMENTS THEY REFERENCE, AND FUTURE CHANGES.

IF AT ANY TIME YOU DON’T AGREE TO THESE TERMS, PLEASE IMMEDIATELY STOP USING THE SERVICE.

MEMORY PALACE’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR AGREEMENT TO ALL OF THESE TERMS, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS ARE CONSIDERED AN OFFER BY MEMORY PALACE, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

2. Eligibility

As a user you represent, warrant, and agree that you meet the eligibility requirements in this Section.

In order to use the Service, you must be of the age of majority in your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms and to abide by and comply with these Terms.

In any case, you represent, warrant, and covenant that you are over the age of 18, or, if not, YOU ARE BETWEEN THE AGES OF 13 AND 17, AND you will only use the Services with the involvement, supervision, and approval of a parent or legal guardian.

Children under the age of 13 may not USE THE SERVICE. The Service is not intended for children under 13.

If you are using or opening an account on the Service on behalf of a company, entity, or organization (a “Subscribing Organization”), then you represent, warrant, and covenant that you are an authorized representative of that Subscribing Organization with the authority to bind such Subscribing Organization to these Terms and agree to be bound by these Terms on behalf of such Subscribing Organization.

3. Privacy Notice

Your privacy is important to Memory Palace. Our Privacy Policy is hereby incorporated by reference into these Terms. Please read this policy carefully for information relating to our collection, use, and disclosure of your personal information.

4. Community Guidelines

We want Memory Palace to be a useful and safe place for learning and expression. Please help us foster our community. You must comply with Memory Palace's Community Guidelines. They are hereby incorporated into these Terms by reference.

5. Publisher Terms

If you are a Publisher (as defined below), you are subject to our Publisher Terms. They are hereby incorporated into these Terms by reference. If you are a Publisher and there is ever a conflict between these Terms and the Publisher Terms, the Publisher Terms will control.

6. Our Services Generally

Our Services enable users to create and study learning content in a memory palace format (“Palaces”). Users can also provide their Palaces to other users for sale or subscription through the Services (thereby also becoming “Publishers” in addition to still being “users”) and connect with other independent contractor Publishers who provide Palaces through our Services. Our Services may also include, without limitation, hosting and promoting Palaces and supporting or related materials, taking feedback from users, and facilitating and promoting the design, use, and adoption of Palaces.

7. Availability of Service

Memory Palace may modify the Services or discontinue their availability at any time, AND WITHOUT NOTICE. The media, content, or services on the Service may be out of date, and Memory Palace makes no commitment to update the Service.

8. Modification of the Terms

Memory Palace reserves the right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time without notice to you. Unless otherwise stated, all changes shall be effective immediately.

In the event of a material change, we will notify you using prominent means such as by e-mail to the address in your account preferences or by posting a notice through our Services. Please check these Terms periodically for changes.

Your continued use of the Service after the posting of changes constitutes your binding acceptance of such changes.

9. Fee Based Services

If you choose to access or use our Services that require payment of a fee, then you agree to pay, and will be responsible for payment of, that fee and all taxes associated with such access or use.

If you provide credit card information to pay for such fees then you hereby represent and warrant that you are authorized to supply such information and authorize Memory Palace to charge your credit card to pay the fees as they are due.

If your payment method fails or your account is past due, then we may collect fees owed using other collection mechanisms. We may also block your access to the Services pending resolution of any amounts due by you to Memory Palace.

10. Pricing, Payment & Taxes

1. Pricing. Pricing of Palaces is determined with the terms set forth in our Publisher Terms. If you are a user, you agree to pay the fees for Palaces that you purchase, and hereby authorize us to charge your credit card for such fees.

2. Payment. All payments are made to Memory Palace, Inc.

European Union Users. By purchasing Palaces (e.g. clicking or tapping the relevant purchase or subscribe button), you are confirming that you want the Palace immediately credited to your account and that by doing so you are hereby waiving any and all cancellation rights under applicable laws, including but not limited to the EU Consumer Rights Directive (2011/83/EU) and/or any national laws implementing it. For avoidance of any doubt, refunds to you shall be applicable only in accordance with our refund policy described below in this section.

3. Taxes. European Union. In the event that the sale or delivery of a Palace or any Submitted Content to any user in the European Union is subject to any value added tax ("VAT"), under applicable law, Memory Palace will collect and remit the VAT to the competent tax authorities for sales of such Palaces or Submitted Content to users in the European Union. Memory Palace may at its own discretion increase the Sale Price where Memory Palace is of the view that VAT may be due and Memory Palace will have a liability to account for such. You will indemnify and hold Memory Palace harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon.

All Other Countries. For sales of any Palaces or Submitted Content in countries other than the European Union, you are responsible for remitting the taxes to the appropriate taxing authority (which may be different to the tax authority in your own location).

Memory Palace is unable to provide you with tax advice and you should consult your own tax advisor.

4. Foreign Currency. Please note that all pricing of Palaces is in United States dollars (“USD”) and when your credit card currency is different from USD, your credit card company may charge you a foreign exchange fee. Your credit card company may also charge you a fee if your credit card is in a different country than the United States, regardless of the currency used. Please check with your credit card company to learn about any such applicable fees. Foreign currency exchange fees are processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. Currency conversion rates will vary from time to time.

5. Refunds. Given the nature of Palaces, Memory Palace does not generally offer refunds or credit on purchases unless required under relevant consumer protection laws. That said, if you are unhappy with a Palace and would like to request a refund or credit on a purchase, please contact us via and we will assess your refund or credit request on its merits, considering the description of the palace that was available before purchase and the nature of Palaces. If you are a Publisher, you acknowledge and agree that users have the right to receive a refund based on Memory Palace’s discretion, as set forth in this section. See our Publisher Terms for additional information on refunds.

11. Compliance Generally

Your use, access, and other activities relating to the Services must be in compliance with all applicable laws, rules, and regulations, including, without limitations, laws relating to copyright and other intellectual property use, and to privacy and personal identity.

Access to our Services from territories where their contents are illegal is prohibited.

Those who choose to access or use the Services from locations outside of the United States do so at their own initiative and are responsible for compliance with all local laws, rules, and regulations including, without limitation, laws, rules, and regulations about the internet, data, e-mail, privacy, online conduct, and acceptable content.

You further agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

12. General Disclaimer

The Services are only a marketplace for users and Publishers. Memory Palace does not hire or employ Publishers, nor are we responsible or liable for any user interactions with Publishers or other users, including, without limitation, when users purchase a Publisher’s Palace through the Services. We are not responsible for disputes, claims, losses, injuries, or damages of any kind that might arise out of or relate to conduct of any users or Publishers, including, but not limited to, any user’s reliance upon any information provided by a Publisher.

13. Content Disclaimer

You understand that when using the Services you will be exposed to Submitted Content (as defined below) and other third party content or information from a variety of sources, and that you may be exposed to content that is inaccurate, offensive, indecent, or otherwise objectionable.

Memory Palace does not endorse or control any Submitted Content or any opinion, recommendation, or advice expressed therein. Under no circumstances will Memory Palace be liable in any way for or in connection with Submitted Content, including, but not limited to, for any inaccuracies, errors or omissions in any Submitted Content, any intellectual property infringement with regard to any Submitted Content, or for any loss or damage of any kind incurred as a result of the use of any Submitted Content posted, emailed or otherwise displayed, communicated, transmitted through or in connection with the Service.

Memory Palace does not have any obligation to monitor Submitted Content for any purpose. If at any time, Memory Palace chooses, in its sole discretion, to monitor Submitted Content, Memory Palace nonetheless assumes no responsibility for the Submitted Content, no obligation to modify or remove any inappropriate Submitted Content, and no responsibility for the conduct of the user or Publisher submitting any such Submitted Content.

You agree that you must evaluate, and bear all risks associated with the use of any Submitted Content, including any reliance on the accuracy, completeness, usefulness, or legality of such Submitted Content.

14. Links and Third Party Platforms Disclaimer

The Services may give you access to links to third party platforms or content ("Third Party Platforms"), directly or through Palaces, Publishers, or users. Memory Palace has no control over such Third Party Platforms or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Third Party Platforms or content linked to by the Service. Memory Palace provides Third Party Platforms to you only as a convenience, and the inclusion of any Third Party Platforms on the Service does not imply our affiliation, endorsement, or adoption of the linked site or any information therein.

ACCESS AND USE OF THIRD PARTY PLATFORMS, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY PLATFORMS OR AVAILABLE THROUGH THIRD PARTY PLATFORMS, IS SOLELY AT YOUR OWN RISK.

Our terms and policies do not govern your use of any site other than the Service. You should review applicable terms and policies, including the privacy and data gathering practices, of any Third Party Platform, and take appropriate steps to protect your personal information and privacy therein.

15. Content

All software, technology, designs, materials, information, communications, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, video clips, photos, images, reviews, ideas, and other data or copyrightable materials or content, including the selection and arrangements thereof, is "Content."

16. Company Content

Where Memory Palace provides Content to you in connection with the Services, including, without limitation, software, products, and the site, it is "Company Content". Company Content, including without limitation the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, Memory Palace trademarks and logos, and all other elements of the Memory Palace Site, is owned and/or licensed by Memory Palace. Except as expressly authorized by Memory Palace, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Company Content. Memory Palace reserves all rights not expressly granted in these Terms. User shall not acquire any right, title, or interest to Company Content, except for the limited rights set forth in these Terms.

17. Submitted Content

Content uploaded, submitted, transmitted, or posted to the Services by a user is "Submitted Content". You understand that you, and not Memory Palace, are entirely responsible for your Submitted Content. Memory Palace and its designees shall have the right (but not the obligation) in their sole discretion to refuse to post or remove any Submitted Content that is available on the Service in whole or in part at any time for any reason or no reason, with or without notice and with no liability of any kind.

18. Digital Millennium Copyright Act Compliance

If you are a copyright owner or an agent thereof, and believe that any Submitted Content or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the copyright agent, Roberto Boneta Esq. (email: , mailing address: PO Box 5444, San Juan, PR 00919-5444, phone: 213.632.6744) of Memory Palace, Inc. (alternate names: Memory Palace and memorypalace.com, physical street address: 1 Bucare #1, San Juan, PR 00913, mailing address: PO Box 5444, San Juan PR 00919-5444, telephone: 213.632.6744), with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works from the Service;

• 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 Memory Palace to locate the material;

• Information reasonably sufficient to permit Memory Palace to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

19. Licenses and Permissions

Content remains the property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws.

You hereby represent and warrant that you have all licenses, rights, consents, and permissions necessary to grant the rights set forth in these Terms to Memory Palace with respect to your Submitted Content and that Memory Palace shall not need to obtain any licenses, rights, consents, or permissions from, or make any payments to, any third party for any use or exploitation of your Submitted Content as authorized in these Terms or have any liability to you or any other party as a result of any use or exploitation of your Submitted Content as authorized in these Terms.

Memory Palace hereby grants you (as a user) a limited, non-exclusive, non-transferable license to access, use, and modify Submitted Content and Company Content, for which you have paid all required fees, solely for your personal, non-commercial, educational purposes through the Services, in accordance with these Terms and any conditions or restrictions associated with particular Palaces or Services. All other uses are expressly prohibited absent our express written consent.

Submitted Content and Company Content is licensed, and not sold, to you. Publishers may not grant you license rights to Submitted Content you access or acquire through the Services and any such direct license shall be null and void and a violation of these Terms.

Notwithstanding the foregoing, we reserve the right to revoke this license to access, use, and modify Submitted Content and Company Content granted to you as described above, as further detailed in the section titled “Termination” below.

MEMORY PALACE RESPECTS ALL COPYRIGHT, PRIVACY, DEFAMATION AND OTHER LAWS RELATING TO CONTENT AND INFORMATION AND WILL NOT TOLERATE VIOLATION OF SUCH LAWS.

NOTWITHSTANDING THE FOREGOING, MEMORY PALACE DOES NOT SCREEN THE SUBMITTED CONTENT AND ALL USE OF THE SUBMITTED CONTENT BY YOU IS AT YOUR OWN RISK AND MEMORY PALACE SHALL HAVE NO LIABILITY FOR SUCH USE. IN PARTICULAR, NO REVIEW OR POSTING OR APPEARANCE OF THE SUBMITTED CONTENT ON THE SERVICES OR THROUGH THE SERVICES IS INTENDED TO ACT AS AN ENDORSEMENT OR REPRESENTATION THAT ANY SUBMITTED CONTENT IS FREE OF VIOLATION OF ANY COPYRIGHT, PRIVACY OR OTHER LAWS OR WILL SUIT A PARTICULAR PURPOSE OR BE ACCURATE OR USEFUL.

If you believe that Submitted Content of yours violates any law or regulation or is inaccurate or poses any risk whatsoever to a third party, it is your responsibility to take such steps you deem necessary to correct the situation. If you believe that Submitted Content of a third party or any Company Content violates any laws or regulations, including, without limitation, any copyright laws, you should report it to Memory Palace by sending an email to our copyright agent at: .

All rights not expressly granted in these Terms are retained by the Content owners and these Terms do not grant any implied licenses.

20. User Ideas

Memory Palace is pleased to hear from you and welcomes your comments about Memory Palace. You may decide to send us unsolicited ideas related to the Services, including ideas for new promotions, products, services, applications, technologies, processes, or other ideas (collectively “User Ideas”). However, you must not send us (via email or other means), make public, or publish to other users on the Service, any User Ideas that you consider to be confidential or proprietary. Otherwise, you agree that we shall not be required to treat such User Ideas as confidential or proprietary. You agree that by submitting User Ideas to us, including any concepts, know-how, or ideas, you hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, sell, exploit, prepare derivative works of, and display the User Ideas in connection with the Services, and for Memory Palace’s (and its successor's) business, including without limitation, for promoting and redistributing part or all of the User Ideas (and derivative works thereof) in any media formats and through any media channels whether now known or hereafter developed, without payment or accounting to you or others. We are under no obligation to evaluate, review, or use any User Idea. You are solely responsible and liable for any User Ideas you submit.

21. Login Credentials / Password

If you register an account, you will be asked to provide a password and/or other login credentials. As you will be responsible for all activities that occur under your password or other login credentials, you should keep your password and/or other login credentials confidential. You are solely responsible for maintaining the confidentiality of your account and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft, or unauthorized disclosure or use of your account ID, password, or other login credentials), you shall immediately notify Memory Palace at: . You may be liable for the losses incurred by Memory Palace or others due to any unauthorized use of your account.

22. Prohibited Uses of the Service

As conditions of your use of the Service, you hereby understand, represent, warrant, and agree that:

1. You will not use the Service for any purpose that is illegal, unlawful, or prohibited or unauthorized by these Terms (including without limitation, the prohibitions in this Section). You will comply with all laws, rules, and regulations (for example, federal, state, local, and provincial) applicable to your use of the Service and your Submitted Content, including but not limited to, copyright laws.

2. You will not use the Service if you do not meet the eligibility requirements described in Section 2 above.

3. You will not create an account for anyone other than yourself. You represent that all information you provide or provided to Memory Palace upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You are responsible for any activity that occurs through your account.

4. You will not impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.

5. You will not use domain names or web URLs in your username without prior written consent from Memory Palace.

6. You will not reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Service, use of the Service, access to the Service, or any content obtained through the Service, for any purpose other than for your personal use. Any use by you of the Service other than for your personal use is strictly prohibited.

7. You will not sell, transfer, license, or assign your account, followers, username, or any account rights.

8. You will not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic, or sexually suggestive photos or other content through the Service.

9. You will not defame, harass, abuse, bully, threaten, stalk, defraud, impersonate, or intimidate users of the Service or collect, or attempt to collect, personal information about users or third parties.

10. You will not post or solicit private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers, or non-public email addresses.

11. You will not post, collect, solicit, or use the passwords and/or other login credentials of other Memory Palace users.

12. You will not intentionally interfere with or damage, impair, or disable the operation of the Service or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, malware, or other malicious or disruptive code. You will not inject content or code or otherwise alter or interfere with the way any Memory Palace page is rendered or displayed in a user's browser or device.

13. You will not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any part of the Service, or features that enforce limitations on the use of the Service.

14. You will not attempt to gain unauthorized access to the Service, or any part of it, other accounts, computer systems, or networks connected to the Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted through the Service.

15. You will not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. You will neither modify the Service in any manner or form, nor to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service.

16. You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law.

17. You will not create accounts with the Service through unauthorized means, including but not limited to, by using an automated device, script, bot, spider, crawler, or scraper.

18. You will not use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission or bypass any measures we may use to prevent or restrict access to the Service.

19. You will not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service or Memory Palace.

20. You will not modify, adapt, translate, or create derivative works based upon the Service or any part thereof without prior written consent from Memory Palace.

21. You will not frame or embed the Service to circumvent the Service.

22. You will not utilize framing techniques to enclose any trademark, logo, or other Memory Palace intellectual property without the express written consent of Memory Palace. You will not use any meta tags or any other “hidden text” utilizing Memory Palace’s name or trademarks without our express written consent.

23. You will not deep-link to the Service and will promptly remove any links that Memory Palace finds objectionable in its sole discretion. You will not use any Memory Palace logos, graphics, or trademarks as part of the link without our express written consent.

24. You will not make unsolicited or unwanted offers, advertisements, proposals, or send junk email, spam, comments, likes, or other forms of commercial or harassing communications to other users of the Service. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.

25. You will not encourage or facilitate violations of these Terms or any other Memory Palace terms.

Violation of these Terms may, in Memory Palace's sole discretion, result in termination of your Memory Palace account. If you violate the letter or spirit of these Terms, or otherwise create risk or possible legal exposure for Memory Palace, we can stop providing all or part of the Service to you.

23. Termination

You agree that Memory Palace, in its sole discretion, and for any or no reason, may terminate any account (or any part thereof) you may have through the Service or your use of the Service, and remove and discard all or any part of your account or any Submitted Content, at any time. You agree that your access to the Service or any account you may have or portion thereof may be terminated without prior notice, and you agree that Memory Palace shall not be liable to you or any third-party for any such termination. These remedies are in addition to any other remedies Memory Palace may have at law or in equity.

If you are terminated for breaching or violating these Terms or any of our applicable policies, no refunds will be given to you and you will not be compensated by us under any circumstances, including without limitation, for any Palaces you may have purchased. If you are terminated for any other or no reason, we will refund you for any access lost to Palaces that you may have purchased during the three (3) months prior to such termination. If you are a Publisher, any termination will also terminate your right to offer your Palaces through the Service and Memory Palace will pay you any outstanding amounts owed to you up to the date of your termination. Please note that users who purchased your Palace(s) will retain access so long as Memory Palace deems necessary.

If you are dissatisfied with the Service in any way, please let us know at . Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) the Service, (ii) these Terms, (iii) any policy or practice of Memory Palace in operating the Service, or (iv) any content or information transmitted through the Service, is to terminate these Terms and your account. You may terminate these Terms at any time by closing your account and discontinuing your use of any and all parts of the Service. No refunds will be given upon such termination and we have no obligation to retain any of your account information or Submitted Content for any period of time beyond what may be required by applicable law.

24. Indemnification

You agree to indemnify, defend, and hold harmless Memory Palace, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), and the officers, directors, partners, employees, agents, licensors, representatives, and third party providers of any of them from any and all claims, losses, obligations, damages, liabilities, costs, debt, and expenses (including attorney’s fees) arising out of (i) your use or misuse of the Service; (ii) your Submitted Content, including Memory Palace’s use, display or other exercise of its license rights granted herein with respect to your Submitted Content; (iii) your violation of these Terms; (iv) your violation of the rights of any other person or entity, including claims that any Submitted Content infringes or violates any third party intellectual property rights; (v) your breach of the foregoing representations, warranties, and covenants; and (vi) any unauthorized use of your account not caused by Memory Palace.

Memory Palace reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Memory Palace. Memory Palace will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Notice for California Users. Under California Civil Code Section 1789.3, California websites users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California, 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

25. Disclaimers / No Warranties

1. Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION, THE TERM “MEMORY PALACE” INCLUDES MEMORY PALACE’S OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, ADVERTISERS, MEMBERS, VISITORS, USERS, PUBLISHERS, SUPPLIERS, SPONSORS, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS.

2. No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MEMORY PALACE DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO OPINION, ADVICE, STATEMENT, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEMORY PALACE OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

3. “ As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY SERVICES PROVIDED ON THIRD PARTY PLATFORMS, IS SOLELY AT YOUR OWN RISK. THE SERVICE, COMPANY CONTENT, SUBMITTED CONTENT, NON-COMPANY CONTENT, PALACES, AND ANY OTHER CONTENT, MATERIALS, SOFTWARE, SERVICES, THIRD PARTY PLATFORMS, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.

4. Website Operation. MEMORY PALACE DOES NOT WARRANT THAT THE SERVICE, COMPANY CONTENT, SUBMITTED CONTENT, NON-COMPANY CONTENT, THIRD PARTY PLATFORMS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SERVICE OR ANY THIRD PARTY PLATFORMS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY DEFFECTS WILL BE CORRECTED.

5. Accuracy. MEMORY PALACE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE, OR ANY THIRD PARTY PLATFORMS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

6. Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE SERVICE OR ANY THIRD PARTY PLATFORMS SOLELY AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

26. Limitation of Liability and Damages

1. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MEMORY PALACE OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS OR OTHER REPRESENTATIVES, OR THIRD PARTY PARTNERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING IN ANY WAY TO, THE SERVICES OR THESE TERMS, INCLUDING WITHOUT LIMITATION, ANY THAT ARISE OUT OF OR RELATE TO YOUR USE OR INABILITY TO USE THE SERVICE, SUBMITTED CONTENT, PALACES, OR ANY MATERIALS ON THE SERVICE OR ANY THIRD PARTY PLATFORMS, THE SERVICE ITSELF, OR ANY OTHER INTERACTIONS WITH MEMORY PALACE, EVEN IF MEMORY PALACE OR A MEMORY PALACE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. Limitation of Damages. IN NO EVENT SHALL MEMORY PALACE OR ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS OR OTHER REPRESENTATIVES, OR THIRD PARTY PARTNERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE (UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100 USD) OR FEES (IF ANY) PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. NO COMMUNICATION OF ANY KIND BETWEEN YOU AND MEMORY PALACE OR A REPRESENTATIVE OF MEMORY PALACE CONSTITUTES A WAIVER OF ANY LIMITATIONS OF LIABILITY HEREUNDER OR CREATES ANY ADDITIONAL WARRANTY NOT EXPRESSLY STATED IN THE TERMS. MULTIPLE CLAIMS WILL NOT INCREASE THE MONETARY DAMAGES LIMIT STATED HEREIN. YOU AGREE THAT THE DAMAGE EXCLUSIONS IN THESE TERMS OF USE SHALL APPLY EVEN IF ANY OTHER REMEDY FAILS OR IS IN ANY WAY INSUFFICIENT.

3. Third Party Platforms. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY PLATFORMS OR OTHERWISE BY THIRD PARTIES OTHER THAN MEMORY PALACE AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SERVICE.

27. Limitations by Applicable Law; Basis of the Bargain

1. Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.

2. Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT MEMORY PALACE HAS OFFERED ITS PRODUCTS AND SERVICES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MEMORY PALACE AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MEMORY PALACE. YOU ACKNOWLEDGE AND AGREE THAT MEMORY PALACE WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

28. Dealings with Advertisers

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service are solely between you and such advertiser. YOU AGREE THAT MEMORY PALACE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE SERVICE.

29. User Disagreements

You are solely responsible for your involvement with other users of the Service. Memory Palace reserves the right, but has no obligation, to monitor disagreements between you and other users. MEMORY PALACE DISCLAIMS ALL LIABILITY RELATED TO ANY USER DISAGREEMENT.

30. Agreement to Arbitrate and Class Action Waiver

THIS SECTION ONLY APPLIES TO USERS IN THE US AND CANADA.

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

Before bringing a formal legal case, please first try contacting our support team at . Almost all disputes can be resolved amicably in this way.

We Both Agree to Arbitrate. If we can't resolve our dispute amicably, you and Memory Palace agree, to the fullest extent allowed by applicable law, to resolve any and all claims relating to these Terms, or any of our Services, through final and binding arbitration, rather than in court. This applies to all kinds of claims under any legal theory and expressly includes, without limitation, any determination of arbitrability that may need to be made. In addition, if you or Memory Palace bring a claim in court that should be arbitrated or refuse to arbitrate a claim that should be arbitrated, the other can ask a court to force or compel arbitration to resolve the claim. You or Memory Palace may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing. This agreement to arbitrate will survive any termination of your relationship with Memory Palace.

The aforementioned notwithstanding, EITHER OF US may be able to assert claims in small claims court if THOSE claims apply TO BE BROUGHT IN THAT COURT.

No Class Actions. We both agree that we can only bring a claim against each other on an individual basis. That means: (a) neither you nor Memory Palace can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action; (b) an arbitrator cannot combine more than one person's claim into a single case, and cannot preside over any consolidated, class or representative arbitration proceeding; (c) an arbitrator's decision or award in one person's case can only impact the person who brought the claim, not other users, and cannot be used to decide other disputes with other users. If a court decides that this subsection on "No Class Actions" is not enforceable or valid, then this entire section (Agreement to Arbitrate and Class Action Waiver) will be null and void, though the rest of the Terms will still apply.

The Arbitration Process. This dispute resolution provision will be governed by the Federal Arbitration Act. Any disputes between you and Memory Palace relating to the Services that involve a claim of less than US$10,000 must be resolved exclusively through binding non-appearance- based arbitration. A party electing arbitration shall initiate proceedings by filing an arbitration demand with the American Arbitration Association (AAA). The arbitration proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. In addition, you and Memory Palace agree that the following rules shall apply to the arbitration proceedings: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Any disputes between you and Memory Palace relating to the Services that involve a claim of less than US$10,000 must be resolved in accordance with the AAA's rules about whether the arbitration hearing has to be in-person.

Jurisdiction for Legal Disputes Not Subject to Arbitration. If our agreement to arbitrate is determined to be invalid or unenforceable or for any disputes that may not qualify for arbitration, the dispute shall be subject to the exclusive jurisdiction of the Federal and Local courts located in San Juan, Puerto Rico. You hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.

31. Statute of Limitations

Any claim or cause of action arising out of or related to use of the Service, theSE Terms, or any services or information available through Third Party Platforms, must be filed within one (1) year after such claim or cause or action arose regardless of any statutes or law to the contrary. In the event any such claim or cause of action is not filed within such one (1) year period, such claim or cause of action is forever barred.

32. Miscellaneous

1. Entire Agreement. These Terms and any policies applicable to you posted on our Services constitute the entire agreement between us with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.

2. Notice. When you visit the Service you are communicating with Memory Palace electronically. You consent to receive communications from Memory Palace electronically. Although Memory Palace may choose to communicate with you by regular mail, Memory Palace may also choose to communicate with you by e-mail or by posting notices on the Service. You agree that all agreements, notices, disclosures and other communications that Memory Palace provides to you electronically satisfy any legal requirement that such communications be in writing. Memory Palace may provide you with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the Service. If Notice is by e-mail or mail, it will be provided to the e-mail or regular mailing address provided by you with your account information and it is your responsibility to update such account information for any changes. Notice to you will be deemed given twenty-four hours after email is sent, unless Memory Palace is notified that the email address is invalid, and if through postal mail, three days after the date of mailing. You may provide Memory Palace with notices by e-mail to: .

3. Governing Law . These Terms and your use of the Service shall be governed by and construed in accordance with the substantive laws of the Commonwealth of Puerto Rico without giving effect to any principles of choice or conflicts of law that would require the application of the laws of another jurisdiction.

4. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Memory Palace to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

5. Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

6. Assignment. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Memory Palace without restriction. Any assignment attempted to be made in violation of these Terms shall be void.

7. No Agency. Nothing in these Terms shall be construed as making either party the partner, joint venture, agent, legal representative, employer, contractor or employee of the other. Neither Memory Palace nor any other party to these Terms shall have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on the other except as provided for herein or authorized in writing by the party to be bound.

8. Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.

9. Language. These Terms were written in English (US). To the extent any translated version of these Terms conflicts with the English version, the English version controls.