Consumer User Terms of Use

Last Modified: November 1, 2019

These terms of use (the Terms”) govern and apply to your access and use of the website, software, and mobile applications (together, the “Software”), developed and made available by MapHabit, Inc. (“MapHabit”, we”, us”, or our”) any of the services that MapHabit provides to you in conjunction with the Software (all hereinafter collectively, the “MapHabit Services”). The terms “you”, “your”, and “yourself” refer to the individual user of the MapHabit Services. Throughout these Terms, you and MapHabit may each be referred to as a “Party” or collectively, the Parties”.

BY CLICKING THE “ACCEPT” BUTTON, BY CHECKING THE APPROPRIATE BOX TO ACCEPT THESE TERMS, OR BY ACCESSING THE MAPHABIT SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT THAT YOU ARE OF SOUND MIND AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT (18 YEARS OF AGE OR OLDER); AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS.

IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT IT, AND DO NOT ACCESS OR USE THE MAPHABIT SERVICES.

CHANGES TO THESE TERMS

We reserve the exclusive right to make changes to these Terms from time to time. Your continued access to and use of the MapHabit Services constitutes your agreement to be bound by, and your acceptance of, the terms and conditions posted at such time. You acknowledge and agree that you accept these Terms (and any amendments thereto) each time you sign into your account, access, or use the MapHabit Services. Therefore, we encourage you to review these Terms regularly.

If, within thirty (30) days of us posting changes or amendments to these Terms, you decide that you do not agree to the updated terms, you may withdraw your acceptance to the amended terms by providing us with written notice of your withdrawal to the email address provided in Section 13(h) herein. Upon providing us with the written notice of the withdrawal of your acceptance, you are no longer authorized to access or use the MapHabit Services and you must cease their use immediately.

  1. MapHabit Services; Content.
    1. MapHabit is a software company that has developed the MapHabit Services as a solution to assist individuals (“Patients”) suffering from memory impairment, stress, anxiety, fatigue, or other ailments or health issues, in managing their health and wellness. MapHabit further allows authorized and consenting individuals designated by the Patient, which may include, but is not limited to friends, family, and other authorized caregivers (the “Caregivers”), access to the Software to help monitor and better care for the Patients. Subject to your compliance with these Terms, MapHabit grants you a non-exclusive, non-

transferable, non-assignable, revocable, limited, and personal right and license to access and use the MapHabit Services, subject to the terms and limitations set forth in these Terms.

    1. Other than the guidance and advice you receive directly by you from your licensed medical provider, no part of the MapHabit Services is or shall be considered medical advice. You should always talk to an appropriately qualified health care professional for diagnosis and treatment, including information regarding which medications or treatment may be appropriate for you. No part of the MapHabit Services represents or warrants that any particular medication or treatment is safe, appropriate, or effective for you. MapHabit does not endorse any specific tests, medications, products, or procedures.
    1. Any link (including a hyperlink, button, or referral device of any kind) used in the MapHabit Services is provided for your use and convenience. The appearance of a link does not constitute an endorsement, recommendation, or certification by MapHabit, nor should the presence of a link in any way be construed as a suggestion that any third-party website has any relationship to MapHabit. MapHabit does not endorse the content on any third-party websites or software applications. MapHabit is not responsible for the content of linked third-party websites and does not make any representations regarding their content or accuracy. MapHabit does not knowingly link to websites that may infringe on valid and existing trademarks, service marks, copyrights, or patents. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such websites.
  1. Account Activation.
    1. To access and use the MapHabit Services, you must register for a unique user account (an “Account”). You agree that you will not create more than one Account or create an Account for anyone other than yourself without first receiving permission from the other person.
    1. You are responsible for keeping your Account and your password secure. You agree to notify us immediately of any unauthorized access to or use of your Account, username, or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account so as not to provide third parties with Account credentials. MapHabit will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.
    1. In exchange for your use of the MapHabit Services, you agree to provide true, accurate, current, and complete information about yourself as prompted by our Account activation process. Further, you agree to maintain and promptly update your Account information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, incomplete, or MapHabit has reasonable grounds to suspect that such Account information is untrue, inaccurate, not current, or incomplete, MapHabit reserves the right to suspend your Account.
  1. Fees and Payment.
    1. You agree to pay fees (the “Fees”) for MapHabit Services on a monthly basis (the “Subscription”), in advance, in the amounts set forth in the MapHabit price list for the MapHabit Services in effect at the time of payment. The Fees applicable to you are set forth when you sign up for your Account, and may be amended by MapHabit, from time to time, in its sole discretion and with advance notice to you. By signing up for MapHabit Services, you expressly authorize MapHabit to withdraw funds from your account and/or charge your payment card (as applicable) for the full amount of the Fees. Since MapHabit Services are on-going and are subject to recurring payments, you expressly authorize MapHabit to withdraw funds from your account and/or charge your payment card on a recurring basis until you affirmatively cancel, remove or stop your use of the MapHabit Services.
    2. You may be provided with the option to prepay Fees in advance on a quarterly or annual basis, in which event MapHabit may offer a discount or other incentive to you.
    1. MapHabit may make available to you certain products or services (“Additions”) via or in connection with the MapHabit Services for which payment will be due in addition to the Subscription. You expressly authorize MapHabit to withdraw funds from your account and/or charge your payment card (as applicable) for the full amount of the Additions you purchase. All payments for Additions shall be deemed to be Fees.
    1. All Fees paid by you for, via, or in connection with the MapHabit Services are final and are non-refundable.
  1. MapHabit Services Use Restrictions. You agree not to access or use the MapHabit Services in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes these terms. You shall not post, use, store, or transmit (a) messages or information under a false name; (b) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening, hateful to any person, or that is likely to cause harm to any person; or (c) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. Additionally, you expressly acknowledge and agree that you shall not upload, download, store, transmit, access, or use any Protected Health Information (“PHI”) in connection with a Patient, as defined under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) (y) without express, prior written consent of the Patient whose PHI is at issue; or (z) in any manner that is unlawful.
  1. Software Use Restrictions. You shall not directly or indirectly: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or materials related to the use of the Software (as applicable) in any form or media or by any means (the “Documentation”); or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software; (c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; (d) provide any other person with access to or use of your Account; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features, functionality, components, elements or parts of the Software, to any third party, without MapHabit’s prior written consent; (f) interfere with or disrupt the MapHabit Services, networks, or servers connected to the MapHabit systems or violate the regulations, policies, or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the MapHabit Services; or (g) use the MapHabit Services or Documentation in violation of law applicable to you. MapHabit has no obligation to monitor your use of the Software and Services; however, MapHabit reserves the right, at all times, to monitor such use, and to review, retain, and disclose any information as necessary to ensure compliance with the terms of these Terms, and to satisfy or cooperate with any applicable law, regulation, legal process, or governmental request.
  1. Updates.
    1. MapHabit has sole discretion to issue periodic updates, upgrades, new releases, adaptations, bug fixes, patches, workarounds and other error corrections (“Updates”). You agree that MapHabit has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree to promptly download (as applicable), install, and make use of all Updates as soon as they become available and acknowledge and agree that the Software or portions of the Software may not properly operate should you fail to do so. You further understand and agree that all Updates will be deemed part of the Software and be subject to all terms and conditions of these Terms.
    2. Certain maintenance activities and Updates may be necessary or appropriate from time to time. In most instances, the MapHabit infrastructure is designed to support updates by the MapHabit engineering and support teams without the need to interrupt the MapHabit Services. Where such maintenance activities are not reasonably anticipated to impact your use of the MapHabit Services, MapHabit will have no obligation to provide notice to you regarding such maintenance activities, although MapHabit generally does so.
  1. Collection and Use of Your Information. You acknowledge that when you use the MapHabit Services, you may be required to provide certain information about yourself. MapHabit may also use automatic means to collect information about your computing device and your use of the Software. All information we collect through or in connection with the MapHabit Services is subject to our Privacy Policy (https://www.maphabit.com/privacy/), which is incorporated herein by reference. By using and providing information to or through the MapHabit Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  1. Intellectual Property Rights. MapHabit expressly and exclusively reserves for itself any and all registered and unregistered rights (whether or not registrable), granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are created, generated, acquired, or used connection with the MapHabit Services. Nothing herein shall be deemed to grant any rights or licenses to MapHabit’s Intellectual Property Rights to you, except as is expressly required for you to use the MapHabit Services (but not apart from your use thereof).
  1. Disclaimer of Warranties. NEITHER MAPHABIT, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS YOU, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO MAPHABIT SERVICES OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY. MAPHABIT SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ARE FOR COMMERCIAL USE ONLY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF MAPHABIT SERVICES WILL BE TIMELY, ERROR FREE, OR UNINTERRUPTED, THAT ANY ERRORS OR DEFECTS IN MAPHABIT SERVICES WILL BE CORRECTED, OR THAT MAPHABIT SERVICES WILL OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY MAPHABIT, OR THAT THE MAPHABIT SERVICES FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF ITS CONTENTS IS AT YOUR SOLE RISK.

INFORMATION, ADVICE, IDEAS, INFORMATION, INSTRUCTIONS OR GUIDELINES ACCESSED THROUGH THE SERVICE.

  1. Limitation of Liability.
    1. IN NO EVENT WILL MAPHABIT AND ITS AFFILIATES’ COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF: A) ONE HUNDRED DOLLARS ($100.00); OR B) THE TOTAL NET AMOUNT YOU ACTUALLY PAID TO MAPHABIT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    1. NOTWITHSTANDING THE FOREGOING, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LOSSES OR DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE MAPHABIT SERVICES SHALL BE THE TERMINATION OF YOUR MAPHABIT ACCOUNT.
  1. Indemnification. You shall indemnify, defend, and hold harmless MapHabit against any and all claims, demands, costs, liabilities, losses, expenses, and damages including reasonable attorney’s fees (“Losses”) arising out of: (a) third-party claims alleging that materials provided to MapHabit or uploaded to the Software provided by you, infringes or violates any Intellectual Property Rights of a third party; (b) failure by you to comply with any applicable laws, regulations, and rules, including in connection with the use of the MapHabit Services; (c) failure by you to obtain any required authorizations or consents from the appropriate parties (including without limitation, from Patients in connection with their PHI); (d) claims made by any Patients in connection with your misuse or unlawful use of the MapHabit Services; (e) the violation by you of Section 4 or Section 5 of these Terms; or (f) if any your acts or omissions in connection with your use of the MapHabit Services that causes MapHabit to become non-compliant with applicable law (including without limitation, HIPAA).
  1. Termination.
    1. MapHabit may suspend or terminate your access to the MapHabit Services at any time, for any reason or for no reason at all. MapHabit has the right (but not the obligation) to refuse to provide access to the MapHabit Services to any person, agency or organization at any time, for any reason or for no reason at all, in our sole discretion. MapHabit reserves the right to change, suspend, or discontinue all or part of the MapHabit Services, temporarily or permanently, without prior notice.
    1. You have the right to terminate your Account and use of the MapHabit Services at any time by providing thirty (30) days’ advance notice to MapHabit of your intent to terminate (a Termination Request”). You acknowledge that, on the effective date of your Termination Request (the “Termination Date”), your license to utilize the MapHabit Services shall cease immediately, and you shall no longer have rights to use the same. If your Termination Request does not specify a Termination Date, then the Termination Request shall be deemed effective upon MapHabit’s receipt of the same. Following the Termination Date, you agree to immediately cease the use of all MapHabit Services and to delete the Software from your computing device(s). You acknowledge and agree that, following the Termination Date, MapHabit shall have no obligation to maintain, provide to you, or recover any of the data or content that you uploaded to your Account and/or the MapHabit Services, and MapHabit may delete the same. In the event of a termination, pursuant to this Section 12(b), MapHabit shall have no obligation to provide you with a refund of any Fees that you have prepaid, as all Fees paid by you are final and non-refundable.
  1. Miscellaneous.
    1. Governing Law. These Terms and the rights and obligations of the parties under these Terms will be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, excluding its rules of conflicts of law. The parties hereby irrevocably consent to the jurisdiction of the courts in Fulton County, Georgia with respect to all disputes arising out of these Terms.
    1. Venue. Any legal suit, action or proceeding arising out of or related to these Terms or the licenses granted hereunder may be instituted in the courts of Fulton County, Georgia. You and MapHabit agree to submit to the jurisdiction of such Georgia, USA courts in any such suit, action or proceeding. Notwithstanding the foregoing, the parties agree that MapHabit may enforce its Intellectual Property Rights and all claims in connection therewith in any court with jurisdiction worldwide. Each party agrees that a final judgment in any action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
    1. Assignment. These Terms are binding upon and inure to the benefit of the permitted successors and assigns of each party. You may not assign, subcontract, delegate or otherwise convey these Terms, or any of its rights and obligations hereunder. Notwithstanding anything to the contrary in these Terms, MapHabit may assign, transfer, and delegate this agreement (these Terms) and its obligations hereunder at any time, in its sole discretion.
    1. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any such provision in every other respect and the remaining provisions of these Terms will be unimpaired and these Terms will continue in full force and effect, unless the provisions held invalid, illegal, or unenforceable will substantially impair the benefits of the remaining provisions hereof.
    1. Waiver. The failure of either party to insist upon strict performance or to seek remedy for breach of any term of these Terms, or to exercise any right, remedy or election herein or permitted by law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy, or election. Any consent, waiver, or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving, or approving party.
    1. Survival. Termination of these Terms will not affect the provisions that, by their nature, are intended to survive the termination hereof, including without limitation, Section 4, 5, 7, 8, 9, 10, 11, 12 and 13.
    1. Force Majeure. MapHabit will not be responsible or liable to you or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder (including the temporary unavailability or inaccessibility of MapHabit Services) where such failure is the result of Force Majeure. As defined herein, “Force Majeure” means any (i) acts of God, flood, fire, wind, storm, drought, earthquake, or other natural disaster; (ii) epidemic or pandemic; (iii) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (iv) nuclear, chemical or biological contamination, or sonic boom;

(v) any law or any action taken by a government or public authority; (vi) collapse of buildings, breakdown of plant or machinery, fire, explosion, or accident; (vii) any labor or trade dispute, materials or transport, strikes, industrial action or lockouts; (viii) interruption or failure of utility service; or (ix) or any other cause, whether similar or dissimilar to those enumerated, that is beyond the reasonable control and without the fault or negligence of MapHabit.

Notifications to MapHabit. MapHabit Services are provided by is operated by MapHabit, Inc. All feedback, comments, requests for technical support and other communications relating to the MapHabit Services should be directed to: support@maphabit.com

Customer User Terms of Use

Last Modified: November 1, 2019

These terms of use (this Agreement”) are a binding agreement between You (“End User”, You” or “Your”) and MapHabit, Inc. (“MapHabit”, “we”, “us” or “our”). This Agreement governs Your use of the software-as-a-service that we developed and make available to you (the “Software”), and any of the services that we provide to you in conjunction with the software (the “Services”, and together with the Software, the “MapHabit Services”). The MapHabit Services are provided to you pursuant to and subject to a Master Software & Services Agreement (the MSSA”) between MapHabit and your employer or other entity through which the MapHabit Services are made available for your use (the Commercial Customer”). The MSSA is expressly incorporated into this Agreement by reference, and is an integral part hereof. All terms capitalized but not defined herein shall have the meaning ascribed to them in the MSSA. Throughout this Agreement, End User and MapHabit may each be referred to as a Party or collectively, the Parties”.

BY CLICKING THE “ACCEPT” BUTTON, BY CHECKING THE APPROPRIATE BOX TO ACCEPT THIS AGREEMENT, OR BY ACCESSING THE MAPHABIT SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF SOUND MIND AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT (18 YEARS OF AGE OR OLDER); AND (C) ACCEPT AND AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT IT, AND DO NOT ACCESS OR USE THE MAPHABIT SERVICES.

  1. Account Security.
    1. To access and use the MapHabit Services, you must register for a unique user account (an “Account”).
    1. You are responsible for keeping your Account and your password secure. You agree to notify us immediately of any unauthorized access to or use of your Account, username, or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account so as not to provide third parties with Account credentials.
  1. Use of Software and MapHabit Services. Subject to your compliance with this Agreement, MapHabit hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable, and limited license to use the MapHabit Services solely in accordance with the MSSA and only for Commercial Customer’s business purposes. The foregoing right and licensee will terminate immediately and automatically on the earlier to occur of:
    1. the expiration or earlier termination of the MSSA between MapHabit and Commercial Customer;
    2. your election to cease your use of the MapHabit Services; or
    1. your ceasing to be authorized by Commercial Customer to use the MapHabit Services for any or no reason.
  1. MapHabit Services Use Restrictions. You shall not directly or indirectly: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or materials related to the use of the Software (as applicable) in any form or media or by any means (the “Documentation”); or (b) attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software; (c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; (d) provide any other person with access to or use of your Account; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features, functionality, components, elements or parts of the Software, to any third party, without MapHabit’s prior written consent; (f) interfere with or disrupt the MapHabit Services, networks, or servers connected to the MapHabit systems or violate the regulations, policies, or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the MapHabit Services; or (g) use the MapHabit Services or Documentation in violation of law applicable to you. MapHabit has no obligation to monitor End User’s use of the MapHabit Software and MapHabit Services; however, MapHabit reserves the right, at all times, to monitor such use, and to review, retain, and disclose any information as necessary to ensure compliance with the terms of this Agreement, and to satisfy or cooperate with any applicable law, regulation, legal process, or governmental request.
  1. Collection and Use of Your Information. You acknowledge that when you use the MapHabit Services, you may be required to provide certain information about yourself. MapHabit may also use automatic means to collect information about your computing device and your use of the Software. All information we collect through or in connection with the MapHabit Services is subject to our Privacy Policy (https://www.maphabit.com/privacy/), which is incorporated herein by reference. By using and providing information to or through the MapHabit Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
  1. Intellectual Property Rights. MapHabit expressly reserves for itself any and all registered and unregistered rights (whether or not registrable), granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are in connection with the MapHabit Services. Nothing herein shall be deemed to grant any rights or licenses to MapHabit’s Intellectual Property Rights to you, except as is required for you to use the MapHabit Services, during the term of this Agreement and while the MSSA is in effect.
  1. Disclaimer of Warranties. NEITHER MAPHABIT, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS YOU, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO MAPHABIT SERVICES OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 6. MAPHABIT SERVICES ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF

MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF MAPHABIT SERVICES WILL BE TIMELY, ERROR FREE, OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN MAPHABIT SERVICES WILL BE CORRECTED, OR THAT MAPHABIT SERVICES WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY MAPHABIT, OR THAT THE MAPHABIT SERVICES FUNCTIONALITY WILL MEET YOUR REQUIREMENTS.

  1. Limitation of Liability.
    1. IN NO EVENT WILL MAPHABIT AND ITS AFFILIATES’ COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF: A) ONE HUNDRED DOLLARS ($100.00); OR B) THE TOTAL NET AMOUNT YOU ACTUALLY PAID TO MAPHABIT DURING THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
    1. NOTWITHSTANDING THE FOREGOING, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LOSSES OR DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THE MAPHABIT SERVICES SHALL BE THE TERMINATION OF YOUR MAPHABIT ACCOUNT.
  1. Miscellaneous.
    1. Governing Law. This Agreement and the rights and obligations of the parties under this Agreement will be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, excluding its rules of conflicts of law. The parties hereby irrevocably consent to the jurisdiction of the courts in Fulton County, Georgia with respect to all disputes arising out of this Agreement.
    1. Venue. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted in the courts of Fulton County, Georgia. You and MapHabit agree to submit to the jurisdiction of such Georgia, USA courts in any such suit, action or proceeding. Notwithstanding the foregoing, the parties agree that MapHabit may enforce its Intellectual Property Rights and all claims in connection therewith in any court with jurisdiction worldwide. Each party agrees that a final judgment in any action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
    1. Assignment. This Agreement is binding upon and inures to the benefit of the permitted successors and assigns of each party. Neither party may assign, subcontract, delegate or otherwise convey this Agreement, or any of its rights and obligations hereunder.
    1. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and the remaining provisions of this Agreement will be unimpaired and this Agreement will continue in full force and effect, unless the provisions held invalid, illegal or unenforceable will substantially impair the benefits of the remaining provisions hereof.
    1. Waiver. The failure of either party to insist upon strict performance or to seek remedy for breach of any term of this Agreement, or to exercise any right, remedy or election herein or permitted by

law or equity, will not constitute nor be construed as a waiver or relinquishment in the future of such term, condition, right, remedy or election. Any consent, waiver or approval by either party of any act or matter will not be effective unless made in writing and signed by an authorized representative of the consenting, waiving or approving party.

    1. Survival. Termination of this Agreement or will not affect the provisions that, by their nature, are intended to survive the termination hereof, including without limitation, Section 5, 6, 7, and 8.
    1. Precedence. To the extent of any discrepancy between this Agreement and the MSSA, the MSSA shall control.

Our Vision

We want to live in a world where families and caregivers have the tools to work together towards reducing the effects of memory loss for those in their care.

Our Mission

To bolster independence, reduce stress and enhance quality of life of individuals and their caregivers with a simple and highly effective visual map application.

 

 

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