Subscription Agreement

THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR 30-DAY FREE TRIAL OF THE SERVICES.

IF YOU PURCHASE OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

We reserve the right, at our discretion, to change these terms at any time. Please check these terms periodically for changes. Using this Site following the posting of changes to these terms indicates that you accept them as changed.

Welcome to TheMemoryLink.com (the "Site"). This Site is owned and operated by Six Feet Up, Inc. ("TheMemoryLink," "we," or "us"). Please feel free to browse this Site, read and print information and notice this is subject to these terms and conditions.

1. 30-DAY FREE TRIAL

We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the thirtieth day after Your acceptance of this Agreement or (b) the start date of any Purchased Services ordered by You.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR 30-DAY FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE 30-DAY TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE 30-DAY FREE TRIAL TO ANY THIRD PARTY SERVICE AFTER THE END OF THE 30-DAY TRIAL PERIOD; THEREFORE YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE 30-DAY TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING WARRANTIES AND DISCLAIMERS SET FORTH BELOW, DURING THE 30-DAY FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.

Please review the content at TheMemoryLink.com during the trial period so that You become familiar with the features and functions of the Services before You make Your purchase.

2. USE OF THE SITE AND ITS CONTENT

2.1. The contents of this Site, including the text, graphics, images, information, and other materials contained on this Site ("Content") are for informational purposes. Such Content is provided on a blind-basis, without any knowledge as to your identity, jurisdiction, medical condition or specific circumstances.

2.2. Reliance on any Content provided on this Site, whether by us, other authors or publishers, or visitors to this Site is solely at your own risk. There may be delays, omissions, or inaccuracies in Content contained in this Site.

2.3. We may alter, suspend, or discontinue this Site, or any content in it, at any time for any reason, without notice or cost. The Site may become unavailable due to maintenance or malfunction of computer equipment or other reasons. We may also elect, at any time upon notice, to begin to impose fees or charges for access or use of this Site.

3. REGISTRATION AND PRIVACY

3.1. Our policy with respect to the collection and use of your personal information is set forth in our Privacy Policy. Please note that currently, you do not need to provide us with any personal information in order to use the Site.

3.2. The Site is directed solely to individuals residing in the United States. We make no representation that materials provided on the Site are appropriate or available for use in other locations. Those who choose to access the Site from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. We reserve the right to limit the availability of the Site to any person, geographic area, or jurisdiction we so desire, at any time and in our sole discretion.

4. FEES AND PAYMENT FOR PURCHASED SERVICES

4.1. User Fees. You shall pay all fees specified in all Order Forms. Fees are quoted and payable in United States dollars; fees are based on services purchased and not actual usage; payment obligations are non-cancelable and fees paid are non-refundable.

4.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us.  If You provide credit card information to Us, You authorize Us to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s).  Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.

4.3. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6.2 (Invoicing and Payment).

4.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full.

4.5. Payment Disputes. We shall not exercise Our rights under 'Overdue Charges' or'Suspension of Service and Acceleration' if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

4.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

5. THEMEMORYLINK'S PROPRIETARY RIGHTS

5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

5.3. Ownership of Your Data. As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.

5.4. Suggestions. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

6. USER CONDUCT

6.1. You may not republish, upload, post, transmit or distribute Content from the Site to online bulletin boards, message boards, newsgroups, chat rooms, or in other any manner, without our prior written permission. Modification of the Content or use of the content for any purpose other than your own personal, noncommercial use is a violation of our copyright and other proprietary rights, and may subject you to legal liability.

6.2. In addition, in connection with your use of the Site, you agree not to:

    * Post, disseminate, or transmit any Content that is or which we consider, in our sole discretion, unlawful, harassing, defamatory, abusive, threatening, vulgar, obscene, pornographic, harmful, tortuous, libelous, racist, violent or otherwise objectionable;

    * Restrict or inhibit any other visitor from using the Site, including, without limitation, by means of “hacking” or defacing any portion of the Site;

    * Use the Site for any unlawful or illegal purpose or in violation of any of the rules herein;

    * Display material that exploits children under 18 years of age;

    * Post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parent's consent in case of a child under 13 years of age);

    * Express or imply that any statements you make are endorsed by us, without our prior written consent;

    * Modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Site;

    * "Frame" or "mirror" any part of the Site without our prior written authorization;

    * Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, "data mine," or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;

    * Harvest or collect information about visitors to the Site without their express consent.

    * Post, disseminate, or transmit any Content that infringes or violates the copyright, trademark, trade secret, patent, or other right of any other third party, or use or distribute third-party information (whether or not protected as a trade secret) in violation of a duty of confidentiality;

    * Post, disseminate, or transmit any worms, viruses, or other harmful, disruptive, or destructive files, code, or programs;

    * Post, disseminate, or transmit any unauthorized advertising, promotional materials, chain letters, spam, junk mail, or any other type of unsolicited mass e-mail to people or entities that have not agreed to be part of such mailings;

    * Impersonate any person or entity; falsely state or otherwise misrepresent your affiliation with any person or entity; intentionally omit, delete, forge, or misrepresent transmission information; or otherwise manipulate identifiers to disguise the origin of any Content transmitted through the Site;

    * Post, disseminate, or transmit any Content you do not have the right to post, disseminate, or transmit;

    * Promote, solicit or participate in multi-level marketing or pyramid schemes;

    * Disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in real-time exchanges;

    * Interfere with, disrupt, or harm in any way the Site or servers or networks connected to the Site;

    * Electronically stalk or otherwise harass another user;

    * Collect or store personal data about other users;

    * Engage in any activities that would violate the personal privacy rights of others, including but not limited to collecting and distributing information about other users without their permission, except as permitted by applicable law;

7. FEATURES AND LINKS TO OTHER SITES

7.1. Your use of certain services on the Site may be governed by additional rules, which are available on the Site or by hyperlink from other sites, in connection with the service. By using any service you are acknowledging that you have reviewed all corresponding rules and agree to be bound by them. Some of the services may have been provided by third parties for your use. In the event that any service or tool is provided by a third party, such service or tool may become unavailable in the event that the agreement between us and the third party is terminated. You expressly acknowledge and agree that your use of all services and tools is solely at your risk.

7.2. Any sweepstakes, contests, and games that are accessible through our Sites are governed by specific rules. By entering such sweepstakes or contests or participating in such games, you will become subject to those rules.

7.3. The Site may contain links to other Internet Sites or resources. We neither control nor endorse such other Sites, nor have we reviewed or approved any content that appears on such other Sites. You acknowledge and agree that we shall not be held responsible for the legality, accuracy, or inappropriate nature of any content, advertising, products, services, or information located on or through any other website, nor for any loss or damages caused or alleged to have been caused by the use of or reliance on any such content.

8. DISCLAIMER OF WARRANTIES

8.1. THE SITE, AND ANY PRODUCT OR SERVICE OBTAINED OR ACCESSED THROUGH THE SITE, ARE PROVIDED “AS IS” AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SPECIFICALLY, BUT WITHOUT LIMITATION, THEMEMORYLINK DOES NOT WARRANT THAT: (i) THE INFORMATION ON THIS SITE IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; (ii) THE FUNCTIONS CONTAINED ON THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS SITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.2. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THEMEMORYLINK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUPPLIERS, ADVERTISERS, AND AGENTS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES RELATING TO THE ADEQUACY, ACCURACY OR COMPLETENESS OF ANY INFORMATION ON OUR SITES.

8.3. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you.

8.4. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE AND OTHER EQUIPMENT NEEDED TO ACCESS AND USE OUR SITES, AND ALL CHARGES RELATED THERETO. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND YOUR RELIANCE THEREON. NO OPINION, ADVICE, OR STATEMENT OF THEMEMORYLINK OR ITS AFFILIATES, SUPPLIERS, AGENTS, MEMBERS, OR VISITORS, WHETHER MADE ON THE SITE OR OTHERWISE, SHALL CREATE ANY WARRANTY. YOUR USE OF THE SITE, THE CONTENT CONTAINED HEREIN, AND ANY MATERIALS PROVIDED THROUGH THE SITE, ARE ENTIRELY AT YOUR OWN RISK.

8.5. A possibility exists that the Site could include inaccuracies or errors, or materials that violate this Agreement. Additionally, a possibility exists that unauthorized alterations could be made to the Site by third parties. Although we attempt to ensure the integrity of our Sites and other products and services, we make no guarantees as to the completeness or correctness of any content on the Site. In the event that such a situation arises, please contact us at info@thememorylink.com with, if possible, a description of the material to be checked and the location (URL) where such material can be found on our Sites, if applicable, as well as information sufficient to enable us to contact you. We will try to address your concerns as soon as reasonably practicable. For copyright infringement claims, see the section on "Copyright Infringement" below.

9. LIMITATION OF LIABILITY

9.1. NEITHER THEMEMORYLINK NOR ITS AFFILIATES, SUPPLIERS, ADVERTISERS, AFFILIATES, OR AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SITE AND/OR ANY CONTENT CONTAINED THEREIN, OR ANY PRODUCT OR SERVICE USED OR PURCHASED THROUGH THEMEMORYLINK. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE IS TO STOP USING IT. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.

9.2. THE AGGREGATE MAXIMUM LIABILITY TO THEMEMORYLINK FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHERWISE SHALL BE THE TOTAL AMOUNT PAID TO US BY YOU, IF ANY, FOR ACCESS TO THE SITE IN THE TWELVE MONTHS PRECEDING ANY SUCH CLAIM.

10. IDEMNIFICATION

10.1. You agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), or other expenses that arise directly or indirectly out of or from (a) your violation of this Agreement; (b) your use of the Site; or (c) your violation of the rights of any third party.

11. TERMINATION & MODIFICATIONS TO THE SITE

11.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all subscriptions granted in accordance with this Agreement have expired or been terminated. If You elect to use the Services for a 30-day free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the 30-day free trial period.

11.2. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter.  Any such pricing increase shall not exceed 7% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.

11.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

11.5. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. Note that such service will be made available to You at an extra cost to be determined based on the amount of content that is to be returned. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

12. COPYRIGHT INFRINGEMENT

12.1. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by TheMemoryLink or one of its subsidiaries infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to our Sites should be sent to ATTN: COPYRIGHT, Six Feet Up, Inc., Intratech Park, 12 South Main Street, Fortville, IN 46040 and emailed to: info@sixfeetup.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

13. MISCELLANEOUS

13.1. These terms, together with all TheMemoryLink policies referred to herein, constitutes the entire agreement between you and TheMemoryLink relating to your use of the Site and supersedes and any all prior or contemporaneous written or oral agreements on that subject between us. These terms and the relationship between you and TheMemoryLink are governed by and construed in accordance with the laws of the State of Indiana, without regard to its principles of conflict of laws. You and TheMemoryLink agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within Indianapolis, Indiana, USA, and waive any jurisdictional, venue, or inconvenient forum objections to such courts. If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.