Welcome to Memoriams (“website”)

Memoriams is owned and operated by Adpay, Inc. (“Adpay”). We ask that you review these Terms of Use (“Agreement”), which are intended to constitute a binding agreement that conditions your use of our website. If you do not wish to be bound by this Agreement after you have read it, please leave the website. If you remain or return to www.memoriams, then you confirm that you have read, accepted and agree to be bound by this Agreement, and any future modifications. We may change the terms of this Agreement in our sole discretion: your ongoing access to www.memoriams.com is conditioned on your acceptance of the then-current version of this Agreement. We will post a notice on this website following any modifications. Please note that if you arrive at any of our partners' or affiliates’ websites, you may also be subject to the terms and conditions of that third-party website. You may browse some areas of our website for free and without registering, however, you must be registered to post an article or advertisement or access other features, functions or content.

Description of our Service

Through Memoriams, we offer registered users access to online resources, such as memorials, obituary and death notices, publishing services, and opportunities to buy services from third-party websites through our publication portal (collectively, the “Service”). We assume no responsibility for the timeliness of delivery of the Service, storage and delivery of information you upload, or personalization settings.

Registration for an Account / Privacy

To post any materials to Memoriams, including but not limited to, text, images, illustrations, audio clips, and video clips (“Content”) and access our Services, you must first complete the process to create an account with a unique user name and password (“Sign-In Information”). You will be asked to provide other information such as your name, address, telephone number, e-mail address, city, state, and zip code. All of the information that you give us is subject to our Privacy Policy (www.memoriams.com/privacy). You are responsible for maintaining the confidentiality of your Sign-In Information and your account data, and for ensuring that all activities that occur in connection with your account comply with this Agreement. You may not access or use the Service in any way that is not in compliance with any applicable local, state, national or international law, contracts, intellectual property rights or that constitutes the commission of any tort, or for any purpose that is harmful or unintended (by us), or other than in full compliance with this Agreement. Your account is non-transferrable and non-assignable.

NOTE: You must provide accurate and current information. If you provide any information that is false, misleading, inaccurate, not current or incomplete during registration or otherwise, we reserve the right to suspend or permanently terminate your account and refuse any and all current or future use of our website. Without limiting any other remedies, Adpay reserves the right to suspend or permanently terminate your account if we suspect that you have used Memoriams to engage in any fraudulent activity.

Purchase Policy

Purchases on Memoriams may be subject to a per-item convenience charge and a non-refundable per-order processing fee and cancellation fee. In some instances, you may be able to purchase items directly from the publication without paying the Memoriams convenience fee. Payments shall be made via VISA, MasterCard or Discover at the time of purchase. To some users, we may offer credit terms, payable on a net 15 basis. Invoiced users must agree to the “Invoice Terms of Agreement” as presented by us during the first purchase transaction. Questions about this policy may be addressed to: [email protected].

User Eligibility and Age Appropriateness

Memoriams and the Service may be used only by those who can form legally binding contracts. The website is not for use by anyone under 18 years old, unless he or she is supervised by a parent or legal guardian who accepts responsibility for that minor’s activities. If you do not qualify, please do not use the website. If you are using the website on behalf of a business, you represent that you have the authority to bind the business to this Agreement.

Our Content: Copyrights & Restrictions on use and Publication

All Content on Memoriams is protected by intellectual property rights of us or our licensors. Except as expressly set forth herein, this Agreement does not grant you any rights, implied or otherwise, to our Content or our intellectual property. You may not reproduce, perform, create derivative works from, republish, upload, post, transmit, or distribute in any way whatsoever any Content from Memoriams, or any other website, without the prior written permission of the Content’s owner. Adpay grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights we have in our Content, to privately display and perform our Content on your computer for your own personal, noncommercial purposes.

Your Submissions

You retain ownership of any Content you create or make available (“post”) through the Service, subject to the non-exclusive rights that you grant to us as described in this Agreement.

License

You hereby grant to Adpay a worldwide, royalty-free, freely transferable, freely sub-licensable (through unlimited levels of sublicense), non-exclusive right and license to use, reproduce, modify, transmit, distribute, publicly perform and display, advertise in on and around, and create derivative works of your Content in any form, media or technology now known or later developed. We may (but are not obligated to) display your Content, including your username and your actual name.

Control

If, prior to such removal or modification, we have distributed, or developed specific plans to distribute, any electronic, printed or other materials containing your Content e.g., in advertising, promotion or otherwise), then we have a limited right to continue to distribute, and/or continue with our plans to distribute, those materials.

Responsibility

You are entirely responsible for all Content that you post through our website. When you post Content, you represent and warrant that:

• You own all rights in that Content, or alternatively, you have sufficient rights in your Content to grant to us the rights described in this Agreement;
• You will pay all licensee fees and other financial obligations of any kind, arising from the use of your Content, you have fully complied with any third party licenses relating to your Content and have done all things necessary to successfully pass through to viewers and intended users any rights necessary for them to use the Content;
• Your Content does not contain any harmful or destructive items, does not incite, encourage or threaten harm against another, does not violate any applicable law, regulation or rule and does not violate the intellectual property rights, privacy or rights to publicity of any third party; and
• Your Content does not violate any state or federal law designed to regulate ecommerce, nor does it link to material that otherwise violates any provision of this Agreement or any applicable law or regulation.

Prohibited Content

You must not post to the Service any Content that, as reasonably determined by Adpay, is or appears to be:

• Untrue, misleading, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive to another person’s privacy or protected data, hateful or racially or otherwise objectionable;
• Infringing upon a third party’s intellectual property rights, such as any patent, trademark, trade secret, copyright, right of publicity;
• Of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationship, such as proprietary and confidential information;
• Data or information obtained through access that was not authorized by the owner, or that you are not authorized to post;
• In violation of any applicable local, state or national law.

We do not provide any Pre-Screening or Editing

Memoriams may offer weblogs, forums, photo galleries and other interactive areas where users can express opinions, share ideas, and share information. Adpay cannot and does not monitor all of the material posted or transmitted to our website. Additionally, Adpay does not control, and is not responsible for Content made available through our website by others. By using our website, you may be exposed to Content that you may find offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree that you must evaluate and bear all risks associated with the use of our website and any of its Content, including but not limited to whether you should rely on said Content.

You also agree that under no circumstances will Adpay or its affiliates be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, e-mailed or otherwise made available via our website. You acknowledge that Adpay and its affiliates may not pre-screen or approve Content, but that Adpay shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available via our website, for violating the letter or spirit of this Agreement or for any other reason. Adpay reserves the right to delete any posting, message, photograph, video, multimedia file or other Content at any time, for any reason or no reason.

Termination

Adpay may at any time, without notice to you, terminate your access to the Service, and your account, or block your access to the Service, and/or your account if we believe in our sole discretion that you may have violated this Agreement or have otherwise engaged in activities that may harm or damage the reputation, rights, person or property of Adpay, our users, or any other person.

Upon termination of your account or the Service, this Agreement and any license granted will also terminate, except that the following provisions survive the termination: Sections 4 (Purchase Policy), 6 (Our Content), 7 (Your Submissions), 11 (Dealings with Merchants), 12 (Indemnification), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Notices), 16 (Jurisdiction), and 17 (Additional Terms). If your account or access to the Service is terminated, you may no longer have access to the Content you posted with the Service.

Dealing with Merchants; Links

The Service contains advertisements, offers, or other links to websites of third parties that we do not control. Advertisements and other information provided by third parties may not be wholly accurate. Adpay is not responsible or liable for: (i) the availability or accuracy or such sites or advertisements or (ii) the content, products or services available from such websites. The inclusion of any link on the Service does not imply that we endorse the linked site. You use the links at your own risk. Adpay’s Privacy Policy is applicable only when you are on Memoriams. Once you link to another website, its privacy statement applies to any personal information you supply. Your transactions and other dealings with third party merchants or advertisers that are found on or through our Service, including “click to purchase”, “co-registration,” and other similar programs, including payment and delivery of related goods or services, are solely between you and such merchant or advertiser.

Indemnification and Releases

You agree to hold Adpay and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns (collectively, “Indemnified Persons”) harmless from and indemnify them for all damages, costs, expenses and other liabilities, including reasonable attorneys’ fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Services and Content; (ii) your violation of this Agreement; (iii) any dispute you have with any merchant or advertising found on or through the Service; (v) Adpay’s resolution (if any) of any dispute you have with any user of the Service; and (vi) any disclosures made with your permission.

In the event that you have a dispute with one or more users arising from any communications, negotiations, transactions, or other activities conducted or initiated through our website, you release the Indemnified Persons from claims, demands, and damages (actual and consequential) of every kind and nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing this release, which if known by him must have materially affected his settlement with the debtor."

Further, you release the Indemnified Parties from the following responsibilities: * Validation of death * A publication successfully running an ad or notice or meeting scheduling deadlines * Errors and omissions in any ad or notice * Rate changes or errors * Monitoring state or local regulation regulations

Disclaimer or Warranties

Adpay provides Memoriams and the Service "AS-IS" and "AS AVAILABLE" and without warranty of any kind. Adpay expressly disclaims any and all warranties, whether express, implied or statutory, including, but not limited to, the implied warranties of accuracy, merchantability, usage of trade, and fitness for a particular purpose, the warranties of non-infringement and noninterference with your enjoyment. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

Adpay makes no warranty that our website will satisfy your requirements or that the availability of our website will be uninterrupted, timely, secure, error free, or virus free. Nor does Adpay make any warranty as to the results that may be obtained from the use of Memoriams or as to the accuracy or reliability of any information obtained from our website.
You understand and agree that obtaining any information or material and/or goods or services through Memoriams is done at your own discretion and risk and that you will be solely responsible for any damage resulting from any transaction. No advice or information, whether oral or written, obtained by you from Adpay or through or from our website shall create any warranty not expressly stated herein.

Limitation of Liability

IN NO EVENT SHALL INDEMNIFIED PERSONS BE LIABLE TO YOU OR ANY OTHER PERSON FOR INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, STATUTORY, OR CONSEQUENTIAL DAMAGES, LOTS PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN OF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF THE INDEMNIFIED PERSONS EXCEED IN TOTAL, ONE HUNDRED DOLLARS ($100).

Some jurisdictions do not allow the limitation or exclusion of warranties or of liability for incidental or consequential damages so some of the foregoing above may not apply to you.

Notices

Notices given pursuant to this agreement that are directed to Memoriams or Adpay shall be given by postal mail to:

Any notice from our website that is directed to you shall be delivered to the mailing address or e-mail address you provided us at the time of Registration, or as you may update that information from time to time. Notice shall be deemed given twenty-four (24) hours after e-mail is sent or, in the case of notice sent via postal mail, three (3) business days after the date of mailing.

Jurisdiction

This site is controlled and operated by Adpay from Adpay’s headquarters in Englewood, Colorado. Adpay does not represent or warrant that Materials on our website are appropriate or available for use in other locations. If you choose to access this website from other locations, you do so at your own risk and are responsible for compliance with any and all local laws.

This Agreement shall be governed by and construed in accordance with the laws of the state of Colorado, as it is applied to agreements entered into and performed within that state. Any action brought to enforce this Agreement or matters related to our website shall be brought in either the state or federal courts of Colorado. If any provision of this Agreement is deemed void, unlawful or otherwise unenforceable for any reason, that provision shall be severed from this Agreement and the remaining provisions of this Agreement shall remain in force. This contains the entire agreement between you and Adpay concerning your use of Memoriams and the Service.

Additional Information; Miscellaneous

We may change our Privacy Policy from time to time and our changes are effective at time of posting. In addition, other rules and guidelines posted throughout Memoriams may govern your activities and use of our website.

This Agreement does not create any agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship. Except for the Indemnified Persons, there are no third party beneficiaries to this Agreement.

This Agreement is personal to you and may not be assigned by you.

Any action concerning any dispute with respect to this website or the Service must be commenced within one year after the cause of the dispute arises, or the action is barred.

No failure of any party to exercise or enforce any right or provision of this Agreement will constitute a waiver of such right or provision or that party’s right to act with respect to subsequent or similar breaches.We suggest you print out a copy of this Agreement for your records.

© Adpay, Inc. All rights reserved. Last Updated: June 5, 2013