These Terms and Conditions (these “Terms”) of GiftWords, Inc., a Delaware corporation doing business as COMMEMO (“COMMEMO”), regulate the legal relationship between you and COMMEMO. By using the Software (as defined below) and all the related services provided through it (together with the Software, the “Services”), you agree to these Terms, which upon your acceptance form a legally binding agreement between you and COMMEMO. If you are agreeing to these Terms on behalf of a legal entity, you represent to COMMEMO that you have the authority to bind such entity and its affiliates to these terms. In such, case the term “you” or “your” as used herein will also refer to such entity and its affiliates. You may not use the Services if you do not accept these Terms. By registering on or downloading, installing, using or otherwise accessing the Services, you are expressing your acceptance and willingness to be bound by these Terms. you must also confirm such acceptance by choosing “Accept” in a confirmation dialog box before using the Services. you may not accept these Terms unless you are at least 13 years of age.
1.1 Subject to the terms of these Terms, COMMEMO will use commercially reasonable efforts to provide to you the Services via COMMEMO’s web portal and/or mobile applications available on various platforms. As part of the registration process, you will identify a user name and password for your COMMEMO account. You may also add additional personal information to your account profile in your discretion (such information is not required to use the Services but may improve the user experience). COMMEMO reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
1.2 If you use your Facebook, Instagram, iPhone Favorites or other photo source login(s) to register your COMMEMO account, you are authorizing us to access certain information in such accounts and sources for purposes of registering your COMMEMO account and/or to facilitate use of the Services.
1.3 Subject to the terms hereof, COMMEMO will provide you with reasonable technical support in accordance with COMMEMO’s standard practice.
2.1 You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services (except to the extent expressly permitted by COMMEMO or authorized within the Services); use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
2.2 Further, you may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms and will be prohibited except to the extent expressly permitted by the terms of these Terms.
2.3 You represent, covenant and warrant that you will use the Services only in compliance with COMMEMO’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although COMMEMO has no obligation to monitor your use of the Services, COMMEMO may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
2.4 You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). you shall also be responsible for maintaining the security of the Equipment, your account, passwords and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
2.5 You are not permitted to: (i) transfer or otherwise make the Services available to any third party; (ii) provide any service based on the Services without our prior written permission; (iii) post links to third-party sites or use their logo, company name, etc. without their prior written permission; or (iv) use the Services for spamming and/or other illegal purposes.
2.6 You agree that: (a) your submission and the use of any Data (as defined below) in connection with the Services will be in compliance with law; and (b) you will not upload to the Services or create any Data depicts violence, nudity, partial nudity or is unlawful, sexually suggestive, pornographic, offensive, discriminatory, threatening, libelous, defamatory, obscene, or otherwise violates any third party’s rights, including intellectual property and/or privacy rights, or that otherwise violates these Terms.
3.1 Subject to your compliance with these Terms, COMMEMO grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services in accordance with the Policy.
3.2 COMMEMO may, in its sole discretion, change, modify, add, or remove portions, features or functions from the Services, or suspend or discontinue the Services or any portion thereof (temporarily or permanently and whether pursuant to a modification of the Services or otherwise), without notice or liability to you or to any third party (except that, in the event of a complete discontinuation or scheduled suspension of the Services, COMMEMO will use reasonable efforts to provide you with notice thereof). You agree that COMMEMO shall not be liable to you for any modification, suspension or discontinuance of the Services or any features or functions thereof.
3.3 The Services may contain or require the use of open-source software, public-source software, “copyleft” software, shareware, freeware and similar software, and other third party software or materials, which in each case is embedded in the Services or provided by COMMEMO in connection with the Services (“Separately Licensed Software”). Your use of Separately Licensed Software is governed by the separate license terms specified by COMMEMO. This Agreement does not apply to Separately Licensed Software, and COMMEMO hereby disclaims all warranties with respect to any Separately Licensed Software and disclaims any liability to you or any third party based on any claims arising out of use of Separately Licensed Software. Nothing in this agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any applicable Separately Licensed Software end user license agreement.
4.1 You shall own all right, title and interest in and to the media and other content you provide to COMMEMO in connection with your use of the Services (your “Data”). You hereby grant to COMMEMO a nonexclusive, worldwide, transferable, sublicensable (to its subcontractors and service providers), irrevocable, royalty-free, fully paid-up license to access, use and process your Data in accordance with these Terms and the Policy.
4.2 COMMEMO shall own and retain all right, title and interest in and to (a) the Services (including the Software), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed as a result of or in connection with any support services, and (c) all intellectual property rights related to any of the foregoing. No title to or ownership of the Services, including, without limitation, any logos, designs, texts, graphics, pictures, data or content, software, platform, technologies or any proprietary rights related to the Services, is transferred under or by virtue of these Terms. COMMEMO reserves all rights in and to the service not expressly granted to you under these Terms. Further, this agreement does not authorize you to use any name, trademark or logo of COMMEMO.
4.3 Notwithstanding anything to the contrary, COMMEMO shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning your Data and data derived therefrom), and COMMEMO will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other COMMEMO offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. In furtherance of the foregoing, if you provide any suggestions, enhancement requests, recommendations, comments or other feedback relating to the Services to COMMEMO, you agree that COMMEMO and its affiliates may freely use, reproduce, license, distribute, and otherwise commercialize the feedback in connection with the Services and/or for any other lawful purpose, on a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual basis. COMMEMO will not be obligated to implement any feedback or correct any defects, bugs or errors in the service identified in the feedback or otherwise.
5.1 You will pay COMMEMO the then applicable fees for each product purchased in connection with the Services (the “Fees”). COMMEMO reserves the right to change the Fees or applicable charges and to institute new charges and Fees (including for use of some or all of the Services, whether or not such Services are currently free to use) upon thirty (30) days prior notice to you (which may be sent via email, in-app messages or any other reasonable method). If you believe that COMMEMO has billed you incorrectly, you must contact COMMEMO no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to COMMEMO’s support department.
5.2 You shall be responsible for all taxes associated with your use of the Services and products purchased in connection therewith.
6.1 These Terms will remain in full force and effect while you use or are registered to use the Services and until terminated by either you or COMMEMO. Termination includes deletion of your user account and all related Data (subject to Sections 4.2 and 4.3). You and COMMEMO may terminate your account and these Terms at any time and for any reason or no reason at all, provided that you shall remain liable for all Fees accrued as of the date of termination.
6.2 Upon any termination of these Terms: (a) you agree to immediately cease using the Services; and (b) your access to the Services will be automatically terminated and your Data will be deleted (subject to Sections 4.2 and 4.3 and applicable law).
6.3 All sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
COMMEMO shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by COMMEMO or by third-party providers, or because of other causes beyond COMMEMO’s reasonable control, but COMMEMO shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMMEMO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMMEMO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
You agree to indemnify and hold COMMEMO, its directors, officers, employees and other representatives, harmless from any and all third-party claims arising out of your use of the Services or any other party accessing the Services through your account, including any liability or expenses arising from any claims, direct or indirect damages, lost profits, suits, judgments, litigation costs and attorneys' fees.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMMEMO AND ITS DIRECTORS, OFFICERS, EQUITY HOLDERS AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMMEMO’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO COMMEMO FOR THE SERVICES UNDER THESE TERMS IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMMEMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In COMMEMO’s discretion, these Terms may be amended or modified from time to time. You will be notified about the planned changes in advance through COMMEMO’s website or via e-mail. Updated Terms will be posted to this page at least 14 days prior to the effective date. By continued use of the Services, you accept such changes. If you do not agree with the changes, you may terminate these Terms at any time. Release of updated versions of the Services may precede the effective date of the updated Terms for existing users. You may be required to accept the updated Terms in order to be able to use all features of the updated version of the Services.
11.1 If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable, transferable or sublicensable by you except with COMMEMO’s prior written consent. COMMEMO may transfer and assign any of its rights and obligations under these Terms without consent. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind COMMEMO in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
11.2 These Terms and any dispute or claim arising out of or related to these Terms, its subject matter, or its formation (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this agreement, the site or the product shall be instituted exclusively in the federal or state courts located in Salt Lake City, Utah, and you further agree that such courts shall have in personam jurisdiction and venue with respect to you, and you hereby submit to the jurisdiction and venue of such courts and waive any objection. YOU HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS. ADDITIONALLY, BOTH YOU AND COMMEMO AGREE THAT EACH PARTY MAY ONLY BRING CLAIMS AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
12.1 Communications from COMMEMO to you may be by electronic means. You hereby consent to receiving communications from COMMEMO in electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that COMMEMO provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing, other than any non-waivable rights.
12.2 The Services may include certain communications from COMMEMO, such as service announcements, administrative messages and newsletters. You shall be prompted to opt in to these communications upon registering for the Services. After opting-in, you may opt out of receiving such communications at any time. However, you will not be able to opt-out from receiving service announcements and administrative messages.
12.3 If you have any questions about our website, the Services or these Terms, you may email us at firstname.lastname@example.org or write to us at:
805 W Acequia Suite 1B
Visalia, CA 93291