TERMS OF SERVICE Rev. May 2022

The MemoryCo™ platform is an online interactive service and progressive web application offered by MemoryCo, LLC (“we”, “us”, “our(s)”) where users can access, view, and play on-demand games and activities to support their cognitive health and in some instances can themselves supplement those offerings with personalized content. Through this platform and/or one or more of our websites (located at www.memoryco.org or as otherwise hosted by us, collectively, the “Websites”), we provide you, the user, with access to information, resources and services, as well as to subscriptions to use MemoryCo (collectively the “MemoryCo Services”).

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THESE TERMS OF SERVICE ARE LEGALLY BINDING AND GOVERN YOUR ACCESS TO AND USE OF THE MEMORYCO SERVICES.

ACCEPTANCE. By using the MemoryCo Services, you acknowledge and agree to these Terms of Service, and confirm that acknowledgement and agreement by indicating your acceptance as applicable. We reserve the right to update these Terms of Service at any time by posting such changes on the Website through which you are accessing the MemoryCo Services. All such changes will be effective from the date on which they are posted and your continued use of the MemoryCo Services thereafter serves as your acceptance of such changes. You should check these Terms of Service from time to time to read what changes have been made.

SUBSCRIPTIONS. When you sign up for a subscription as described on our Websites, you are purchasing a subscription license to certain MemoryCo Services that are provided to you in exchange for a monthly fee (your “Subscription”). Under your Subscription, you are granted a limited, non-sublicenseable, non-transferable, revocable license to access and use the MemoryCo Services in accordance with these Terms of Service.

You may not resell, copy, download, reproduce, modify, distribute, transfer, sublicense, or sell any MemoryCo Services or create derivative works of the MemoryCo Services or any technology embodied in them; and you may not use data mining, robots or similar data gathering or extraction methods in connection with your use of the MemoryCo Services.

You may not use the MemoryCo Services

     To publish Content that we deem unlawful, indecent, or objectionable, or that threatens or encourages bodily harm or destruction of property, including Content that harms or harasses others, including minors, in any way;

     For illegal, deceptive, or fraudulent purposes, or in support of illegal, deceptive, or fraudulent activities, including the infringement of others’ personal, privacy, and proprietary rights;

     To post advertisements or other commercial communications;

     To access or attempt to access the accounts of other users; or

     To penetrate or attempt to penetrate or compromise our platform, our Websites, or our security measures, or those of other entitie.

If you are a corporate entity or employer, your use of your Subscription is limited to use on behalf of a single served population at a single location, as further described below. Any use of the MemoryCo Services other than as expressly authorized in these Terms of Service is strictly prohibited and will terminate the license granted in these Terms of Service.

Subscriptions are available for use as follows:

     An Individual Subscription permits you, an individual, to access and use the MemoryCo Services for your personal, individual use and to upload text, graphics, pictures, photographs, information, audio, video, or other information or material of your choosing (“Content”) for use with those MemoryCo Services. By uploading and using this Content, you represent that this Content and your use of it are lawful, do not infringe or violate the rights of any person or entity (including without limitation privacy rights), do not constitute harmful or malicious code, and do not violate these Terms of Service or any laws, rules, or regulations. We assume no obligation but reserve the right at all times to edit, to refuse to upload or post, or to remove any Content, in whole or in part, and in our sole discretion.

     If you are a corporate entity or employer providing services to one or more populations at one or more locations – for example, populations such as individuals requiring assisted living services, individuals with cognitive disabilities requiring other services, or individuals who are seniors that frequent your senior center for various activities – you may purchase a Standard (Budget) Subscription for use per population and per location. Each Standard (Budget) Subscription permits those of your employees providing those services to access and use the MemoryCo Services for use in connection with the provision of those services for that population only and only at that location. Uploading of Content is not permitted under this Subscription. If you wish to access and use the MemoryCo Services to provide services for multiple populations and/or at multiple locations, you must purchase the same number of Standard (Budget) Subscriptions.

     A Premium (Full Access) Subscription permits you, a corporate entity or employer providing services to one or more populations at one or more locations, to access and use the MemoryCo Services on the same terms as a Standard (Budget) Subscription and permits you to upload Content for use with those MemoryCo Services. By uploading and using this Content, you represent that this Content and your use of it are lawful, do not infringe or violate the rights of any person or entity (including without limitation privacy rights), do not constitute harmful or malicious code, and do not violate these Terms of Service or any laws, rules, or regulations. We assume no obligation but reserve the right at all times to edit, to refuse to upload or post, or to remove any Content, in whole or in part, and in our sole discretion. If you wish to access and use the MemoryCo Services to provide services for multiple populations and/or at multiple locations, you must purchase the same number of Premium (Full Access) Subscriptions.

     Your Subscription fees and any associated taxes are billed immediately to your credit card upon completion of your Subscription purchase through our Website(s) and then, if applicable, each month thereafter during the term of your Subscription. You hereby authorize us to charge your credit card monthly for those Subscription fees and taxes and will complete such other authorizations as we may require. If at any time during your Subscription, your credit card or other method of payment is declined, we may limit your access to the MemoryCo Services and/or terminate your Subscription. All amounts are due and payable in U.S Dollars.

     Each Subscription automatically renews month-to-month unless you cancel, or we terminate your Subscription. If the fees we charge for your Subscription change, we will notify you prior to charging you.

     You may cancel your Subscription at any time by contacting us at info@memoryco.org, for any or no reason. We may terminate your Subscription, without notice, effective immediately if you breach any of these Terms of Use or fail to make payment, and with notice if we elect to cease making Subscriptions commercially available. You will be responsible for the monthly subscription fee for the month in which your Subscription terminates or is canceled.

MEMBER ACCOUNT, PASSWORD, AND SECURITY. Subscriptions do, and other offerings may, require you to register for a member account. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name (or your legal name, if a corporate entity or employer) and accurate and complete information. If registering in the name of a corporate entity or employer, the login and password associated with this Subscription may be used by the individual completing the registration, and others authorized by that individual, only to access and use the MemoryCo Services and provide services for the population and at the location identified on the registration. Any other sharing of logins and passwords, including without limitation sharing between personnel staffing locations or providing services to populations in addition to or other than that identified in the registration for that Subscription, is not authorized and is prohibited. You are solely responsible for preventing unauthorized use of all logins and passwords associated with your member account.

INTELLECTUAL PROPERTY.

     You acknowledge and agree that, with the exception of your Content, any and all games, programs, designs, text, graphics, pictures, information, audio, video, data, software, other technology, and the selection and arrangement thereof made available by us for your use in connection with the MemoryCo Services, and the MemoryCo Services themselves, are our proprietary property (or that of our licensors) and are protected by US and International copyright, trademark and/or other intellectual property laws,. Any reproduction or redistribution of the MemoryCo Services not in accordance with these Terms of Service is expressly prohibited by law and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

     You may not display or use our trademarks, trade names, service marks, logos and brand features, or product and service names (the “MemoryCo Marks”) without our prior written permission. All other trademarks mentioned in conjunction with the MemoryCo Services (“Third Party Marks”) are owned by their respective owners. You may not display or use in any manner any of the Third Party Marks without express permission from its owner.

     If you believe that anything made available via the MemoryCo Services infringes upon any copyright that you own or control, you may file a notification of such infringement under the Digital Millennium Copyright Act (“DMCA”) with our Designated Agent identified below. For your complaint to be valid under the DMCA, you must provide the following information when providing notice of the claimed copyright infringement:

          A physical or electronic signature of a person authorized to act on behalf of the copyright owner;

          Identification of the copyrighted work claimed to have been infringed;

          Identification of the material that is claimed to be infringing or to be the subject of the infringing activity and that is to be removed or access to which is to be disabled as well as information reasonably sufficient to permit us to locate the material;

          Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address;

           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 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.

For more details on the information required for valid notification, see 17 U.S.C. 512(c) (3). Under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys’ fees.

     If a notice of copyright infringement has been filed against you, you may file a counter notification with our Designated Agent identified below. Such counter notification must contain the following information:

          A physical or electronic signature;

          Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

          A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and

          Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the federal district in which you are located, and that you will accept service of process from the complainant.

If we receive a valid counter notification, the DMCA provides that the removed material will be restored, or access re-enabled.

Designated Agent: ali@memoryco.org,

(323) 486-3626

MemoryCo LLC

Attn: Ali Titiz

2248 Saint Bernard Drive

Pine Mountain Club, CA 93222 USA

PRIVACY POLICY. Please refer to our Privacy Policy for information on how we collect, use and disclose personal information from our users.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. MEMORYCO SERVICES ARE PROVIDED TO YOU “AS IS” AND YOU USE THEM AT YOUR OWN RISK. WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO MEMORYCO SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY, ANY AND ALL WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE, AND ANY AND ALL WARRANTIES OF NONINFRINGEMENT OR CONDITION OF TITLE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF REVENUE, LOSS OF PROFITS OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE MEMORYCO SERVICES, YOUR CONDUCT OR THE CONDUCT OF ANY OTHER USERS, IREGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY EXCEED THE AMOUNTS RECEIVED BY US FROM YOU, IF ANY, FOR THE ACCESS TO AND USE OF THE MEMORYCO SERVICES PROVIDED HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO SUCH LIABILITY.

INDEMNIFICATION. You shall defend, indemnify and hold us and our officers, directors, managers, members, employees and agents, licensors, independent contractors, service providers and consultants, and their respective officers, directors, employees and agents, harmless from and against any and all suits, actions, proceedings, at law or in equity, claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses, including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements caused by, arising out of, resulting from, attributable to or in any way incidental to

          your use of the MemoryCo Services;

          your conduct;

          your violation of these Terms of Service, including any representation or warranty made by you;

          your violation of the rights of any third party; and/or

          any of your Content.

GOVERNING LAW; VENUE. Any dispute arising under or in connection with the MemoryCo Services or these Terms of Service shall be governed by, and construed in accordance with, the substantive laws of The Commonwealth of Massachusetts, without regard to its conflict of laws principles. You agree that any claim or dispute you may have against us must be resolved by a court located in The Commonwealth of Massachusetts, and you agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes. In addition to any other relief awarded, if we prevail in any action arising out of your use of or access to the MemoryCo Services then you will pay or reimburse us for reasonable attorneys’ fees and costs.

WAIVER. Our failure to strictly enforce any provision of these Terms of Service and/or any other applicable policy will not constitute a waiver of any such provision.

ENTIRE AGREEMENT. These Terms of Service, our Privacy Policy, and your online order for a Subscription collectively constitute the entire agreement between you and us concerning the MemoryCo Services and supersede all prior communications and agreements relating to them.

SEVERABILITY. If any provision of these Terms of Service is or becomes or is deemed invalid, illegal or unenforceable under the applicable laws or regulations of any jurisdiction, such provision will be deemed amended to the extent practicable to conform to such laws or regulations without materially altering the intention of the parties hereto.