Naenu, Inc. Terms of Use

Last Updated: August 23, 2022

These Terms of Use (“Terms”) constitute an agreement between you (“you” or the “user”) and Naenu, Inc. and its affiliates or assigns (collectively, “Naenu,” “we,” “us,” or “our”),.  By accessing our website, https://mementos.one  (the “Website”), using our Platform, interacting with us on social media, or using our services in any way, including as an end user (together, the “Services”), you signify that you have read, understand, and agree to be bound by these Terms, including the arbitration provision and class action waiver.  The Services may be accessible via websites or applications, whether owned and/or operated by us or third parties, including without limitation, through our website at https://mementos.one and any of our related applications.  Please read these Terms carefully.  You should print a copy of these Terms for your records.

ARBITRATION NOTICE

EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION PROVISION AND CLASS ACTION WAIVER” SECTION BELOW, AND UNLESS YOU OPT-OUT AS SET FORTH IN THAT SAME SECTION, YOU AGREE THAT DISPUTES BETWEEN YOU AND NAENU OR OTHER PARTIES DESCRIBED HEREIN WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AT THE ELECTION OF EITHER PARTY, AND YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND YOUR RIGHT TO BRING OR RESOLVE ANY DISPUTE AS OR TO PARTICIPATE IN A CLASS, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR COLLECTIVE ACTION IN COURT OR IN ARBITRATION.

You Agree to Our Privacy Policy

Our Privacy Policy[A1]  is incorporated by reference in these Terms.  By using the Services, you are consenting to and agreeing to be bound by the Privacy Policy.

When you use the Services, you consent to receive communications from us electronically via the Services, email, or otherwise.  You agree to provide accurate, current, and complete information about yourself when you use the Services and to update such information while you continue to use the Services[A2] .

Changes

You are responsible for reviewing these Terms regularly.  Naenu reserves the right, at any time, without notice to you, and in its sole discretion, to modify or discontinue the Services, these Terms, or any of our policies related to use of the Services.  We will not amend the Arbitration Provision or Class Action Waiver, described below, in a manner that adversely affects your rights or responsibilities in a material manner unless we give you a right to reject the amendment and/or the Arbitration Provision and Class Action Waiver in its entirety.  Revisions to these Terms or our policies may be provided through the Services, including by posting the revisions on the Services and updating the “Last Updated” date.  Such revisions will go into immediate effect once posted to the Services.  Continued use of the Services following such modifications to the Services, these Terms, additional terms and conditions for any service, or our other policies will constitute your acceptance of such modifications and revisions.

Eligibility

You represent and warrant that you: (a) are above the legal age of majority in your jurisdiction of residence; (b) have not previously been suspended or removed from the Website or our Services; (c) will only provide us with true, accurate, current and complete information if you register for an account—if we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Services (or any portion thereof); and (d) have full power and authority to enter into these Terms and in doing so will not violate any other agreement to which you are a party.

Account Registration

You may be given the opportunity to register to create a user account (“Your Account”).  By registering you represent and warrant that all information that you provide on the registration form is current, complete and accurate to the best of your knowledge.  You agree to maintain and promptly update your registration information on the Services so that it remains current, complete and accurate.  During the registration process, you may be required to choose a user name and enter your email address.  You acknowledge and agree that Naenu may rely on this email address or user name to identify you.  You shall be responsible for protecting the confidentiality of your user name(s) and/or password(s), if any.  You are responsible for all use of Your Account, regardless of whether you authorized such access or use, and for ensuring that all use of Your Account complies fully with the provisions of these Terms of Use.

Any conduct that in our sole discretion restricts or inhibits anyone else from using or enjoying the Services will not be permitted.  We reserve the right in our sole discretion to remove or edit any content and to terminate Your Account for any reason.

Termination

We may terminate or suspend your access to the Services, delete your account and any content or information or prohibit you from using or accessing the Services (or any portion, aspect or feature of the Services) if you violate these Terms, effective immediately, which may result in the forfeiture and destruction of all information associated with you and your activities in connection with the Services.  We may also terminate your account without cause for convenience upon written notice.  If you wish to terminate your account, you may do so by following the instructions on the Services.  Any fees paid hereunder are non-refundable.  In the event of termination, you will still be bound by your obligations under these Terms.  We reserve the right to retain and use data associated with Your Account after termination to the extent permissible by law.

Mobile Devices and Mobile Applications

If you use a mobile device to access the Services optimized for mobile-viewing, or use a mobile application, the following additional terms and conditions (“Mobile Terms”) also apply to you.  Your access to the Services via your mobile device or use of a mobile application confirms your agreement to these Mobile Terms, as well as the rest of the Terms. 

You may opt in to receive SMS text messages on your mobile device.  Your consent is not required as a condition of purchasing any goods or services from us.  Data obtained from you in connection with this text messaging service may include your mobile phone number, your carrier’s name, and the date, time, and content of your messages and other information you provide to Naenu as part of this service.  We may use this information to contact you and provide services you request from us.  You may opt-out of receiving SMS text messages by replying “STOP”. 

Naenu will not be liable for any delays in the receipt of any text messages.  Delivery is subject to effective transmission from your network operator.  You understand that wireless service through Wi-Fi or a participating mobile service provider may not be available in all areas at all times and may be affected by product, software, coverage or other service changes made by your mobile service provider or otherwise.  You agree that you are solely responsible for all message and data charges that apply to use of your mobile device to access the Platform or use of a mobile application.  All such charges are billed by and payable to your mobile service provider.  Please contact your participating mobile service provider for pricing plans, participation status and details

User Content

You are solely responsible for the content and information (collectively referred to as “User Content”) that you post or upload on the Services.  By submitting User Content to the Services, you automatically grant Naenu the royalty-free, perpetual, irrevocable, non-exclusive right and license, but not the obligation, to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Content (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Content, without payment to you or to any third parties.  You acknowledge and agree that this license includes the right to reproduce User Content, including any personal information or your likeness, for marketing and advertising purposes.

User Content uploaded or otherwise communicated on the Services shall comply with all applicable law and regulations, which you are responsible for knowing and understanding.  You are prohibited from posting or otherwise communicating to us, or any other user of the Services any offensive, inaccurate, incomplete, abusive, obscene, profane, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity).

You understand and agree that we, without any obligation to do so, may monitor or review any User Content you post, upload or otherwise communicate through the Services.  We reserve the right to remove any such User Content, in whole or in part, at our sole discretion, that violates these Terms, is likely to harm our reputation, is deemed inappropriate or otherwise poses a risk of harm to any other person.  We reserve the right to deactivate Your Account or otherwise prevent your use and/or participation on Services at any time and for any reason.

You agree that we may access, preserve and disclose your account and any User Content posted, uploaded, received or otherwise communicated if required to do so by law or with the good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with an enforceable subpoena or other legal process; (ii) enforce these Terms; (iii) respond to claims that any information violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Services in the future; or (v) protect the rights, property or personal safety of Naenu or its members, employees, agents, affiliates, partners, communities or any other person.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the User Content, you hereby declare that (a) you do not require that any personal data, personal information, personally identifying information, or equivalent term be used in connection with the User Content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the User Content by Naenu or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the User Content; and (d) you forever release Naenu, and its licensees, successors and assigns, from any claims that you could otherwise assert against Naenu, or any of its assigns or affiliates, by virtue of any such moral rights.  You also permit any other user to access, view, store, or reproduce the User Content for that user’s personal use.

User Content submitted by you will be and Naenu is under no obligation to treat such User Content as proprietary information.  Without limiting the foregoing, we reserve the right to use any User Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it.  Naenu is under no obligation to edit, delete or otherwise modify User Content once it has been submitted to us.  We shall have no duty to attribute authorship of User Content to you, and shall not be obligated to enforce any form of attribution by third parties.

Intellectual Property

The Services, the content, any materials or information downloaded, and all intellectual property pertaining to or contained on the Services (including but not limited to copyrights, patents, database rights, graphics, designs, text, logos, trade dress, trademarks, and service marks) are owned by Naenu or third parties; all rights, title, and interest will remain the property of Naenu and/or such third-party owner, as applicable.  All content is protected by trade dress, copyright, patent, and trademark laws, as well as various other intellectual property and unfair competition laws.

You are authorized to view and retain a copy of pages of the Services only for your own personal, non-commercial use.  You may also view and make copies of relevant documents, pages, images, or other materials on the Services for the purpose of transacting business with us.  You agree that you will not duplicate, publish, modify, create derivative works from, participate in the transfer of, or in any way distribute or exploit the Services, or any portion of the Services, for any public or commercial use, without our prior express written consent.  Additionally, you agree that you: (a) will not remove or alter any author, trademark, other proprietary notice, or legend displayed on the Services (or printed pages produced from the Services), and (b) will not make any other modifications to any documents obtained from the Services other than in connection with completing information required to transact business with Naenu.

Use of Information and Materials

The information and materials contained on the Services, and these Terms, policies, and descriptions on the Services, are subject to change.  You accept sole responsibility for all of your activities using the Services.  Your use of the Services is limited to the intended function of the Services.  Unauthorized use of the Services and systems, including but not limited to unauthorized entry into our systems or misuse of any information posted on the Services, is strictly prohibited.  You may not use the Services in a manner that:

(a)            harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any party (including but not limited to rights of publicity or other proprietary rights);

(b)           is unlawful, fraudulent, or deceptive;

(c)            uses technology or other means to access content or systems of Naenu in a manner that we do not authorized;

(d)           uses or launches any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” to access our content or systems;

(e)            attempts to introduce viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

(f)            attempts to gain unauthorized access to our computer network or user accounts;

(g)           encourages conduct that would constitute a criminal offense or that gives rise to civil liability;

(h)           violates these Terms or any of our other policies;

(i)             attempts to damage, disable, overburden, or impair our servers or networks;

(j)             fails to comply with applicable third-party terms; or

(k)           constitutes any other inappropriate conduct, as determined by us in our sole discretion.

System Outages, Slowdowns, and Capacity Limitations

At times you may experience difficulty accessing the Services or communicating with Naenu through the Internet, or other electronic wireless services, as a result of high Internet traffic, transmission problems, systems capacity limitations, or other problems.  Any computer system or other electronic device, whether it is yours, an Internet service provider’s, or ours, can experience unanticipated outages or slowdowns or have capacity limitations.  We are not responsible for failure or delay of performance caused by such problems.

Security

Naenu makes no warranty whatsoever to you, express or implied, regarding the security of the Services, including with respect to the ability of unauthorized persons to intercept or access information transmitted by you through the Services.  You acknowledge and agree that you are solely responsible for maintaining the security of your devices and passwords.  We are not responsible for any losses resulting from the loss or theft of your device, the loss or theft of your information transmitted from or stored on your devices, or any losses arising from the use of your device by someone whom you have given access.  You are required to notify us of any unauthorized use of the Services by using the contact information in the “Contact Us” section below.

To protect the security of your information, we may require you to authenticate your identity (i.e., prove that you are who you say you are) when you use the Services. 

Links to Other Websites and Services

The Services may contain links to outside services and resources, the availability and content of which we do not control.  We are not responsible for examining or evaluating, and we do not warrant the offering of these services and resources or the content of these websites. 

We do not assume any responsibility or liability for the actions, products, and content of these and any other websites.  Any concerns regarding any such services or resources should be directed to the service or resource.

Severability/No Waiver

If any provision of these Terms shall be deemed unlawful, void, or unenforceable for any reason, then such provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. 

Naenu’ failure to enforce the strict performance of any provision of these Terms or the additional terms and conditions for any product or service will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms or the additional terms and conditions.

Limitation of Liability

To the maximum extent permitted by law, Naenu, and its subsidiaries, affiliates, officers, directors, employees, investors, and agents, will not be liable to you for any lost profits, revenues, financial losses, or any indirect, special, consequential, exemplary, or punitive damages of any kind.  To the maximum extent permitted by law, the total liability of Naenu, and its subsidiaries, affiliates, officers, directors, employees, and agents, for any claim, cost, damage, or loss arising out of or relating to the Services, including for any warranties that may not be excluded, shall not exceed the lesser of the amount you paid to us during the twelve months prior to the event giving rise to the liability or $10.00 (ten dollars) (the “Liability Cap”). Naenu and you agree that the Liability Cap shall include all forms of damages.

Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages.  In such jurisdictions, our liability is limited to the greatest extent permitted by law.

Indemnification

You will defend, indemnify, and hold us harmless from and against any actual or threatened suit, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or related to your conduct with respect to the Services or violation (or alleged violation) of these Terms.  Under no circumstance will we be liable for damages of any kind that result from your use of, or the inability to use, the Services. 

Disclaimers

THE SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS-AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  NAENU MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THAT OPERATION OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.  NAENU UNDERTAKES NO OBLIGATION TO UPDATE THE SERVICES.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US, OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY REGARDING THE SERVICES NOT EXPRESSLY STATED IN THESE TERMS.  YOU UNDERSTAND AND ACKNOWLEDGE THAT ADDITIONAL DISCLAIMERS, LIMITATIONS, AND NOTICES REGARDING THE SERVICES AND ITS CONTENT AND DATA MAY BE PROVIDED BY NAENU FROM TIME TO TIME WITHIN THE SERVICES.

WE DO NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE OR THAT THE SERVICES AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL CONTENT.  IF YOUR USE OF THE SERVICES, THE MATERIAL, OR THE SOFTWARE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS.

NOTHING IN THE SERVICES SHALL BE CONSTRUED AS LEGAL, FINANCIAL, MEDICAL, OR OTHER ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR MAKING ALL DECISIONS TO COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, CODES, OR STANDARDS.

ARBITRATION PROVISION AND CLASS ACTION WAIVER (“the Arbitration Provision”)

THIS ARBITRATION PROVISION AFFECTS YOUR RIGHTS; PLEASE READ CAREFULLY BEFORE AGREEING TO THESE TERMS OF USE.

Agreement to Arbitrate.

Except as otherwise explicitly provided in this Arbitration Provision, Naenu, together with its parent companies, wholly or majority-owned subsidiaries, affiliates, commonly-owned companies, successors, assigns, and any of these entities’ employees, officers, directors, and agents and their successors, assigns, affiliates, and service providers (collectively, the “Naenu Parties”) and you can elect to resolve any past, present, or future dispute or claim (“Dispute”) arising from or relating in any way to (i) the use of the Services, (ii) these Terms of Use, or (iii) the relationship between you and any Naenu Party in connection with any of the foregoing that cannot be resolved directly between you and a Naenu Party, by binding arbitration under the Consumer Arbitration Rules (“the Consumer Rules”) of the American Arbitration Association (“AAA”), rather than in court. (Solely for purposes of this Arbitration Provision, the term Naenu Parties also includes any third party providing any goods and/or services in connection with the use of the Services or any of the foregoing on behalf of a Naenu Party, if that third party is named as a defendant along with a Naenu Party in the same proceeding or a related proceeding.)

“Dispute” Defined

Except as otherwise explicitly provided in this Arbitration Provision, “Dispute” broadly includes, without limitation: any claims based in contract, statute, constitution, ordinance, tort, fraud, consumer rights, misrepresentation, equity, or any other legal theory; initial claims, counterclaims, cross-claims, and third-party claims; federal, state, and local claims; and claims which arose before the date of your use of the Services, including, but not limited to, any dispute or claim arising before the date you accessed the Services or agreed to these Terms of Use and any dispute or claim relating to (by way of example and not limitation): (i) the use, denial, or termination of the Services and/or the events leading up thereto; (ii) any disclosure, advertisement, application, solicitation, promotion, or oral or written statement, warranty, or representation made by or on behalf of a Naenu Party; (iii) any product or service provided by or through a Naenu Party or third parties in connection with the use of the Services or the relationship between you and a Naenu Party and any associated fees; (iv) a Naenu Party’s use or failure to protect any personal information; (v) enforcement of any and all of the obligations a party may have to another party in connection with the use of the Services or agreement governing the same; or (viii) compliance with applicable laws and/or regulations.

Exceptions to “Dispute”

Notwithstanding any of the foregoing: (i) disputes or controversies about the validity, enforceability, coverage, or scope of this Arbitration Provision or any part thereof are for a court and not an arbitrator to decide; however, disputes or controversies about these Terms of Use or your agreements governing the use of the Services or with Naenu Parties as a whole are for an arbitrator and not a court to decide; (ii) any Disputes seeking to enforce or protect, or concerning the validity of intellectual property rights, will not be subject to binding arbitration under this Arbitration Provision; and (iii) any party may proceed with their individual claims in small claims court (or an equivalent court) if that option is available in the applicable jurisdiction and the amount in controversy falls within the small claims court’s (or the equivalent court’s) jurisdictional limits; but if that action is transferred, removed, or appealed to a different court, arbitration can be elected.  Moreover, this Arbitration Provision will not apply to any Dispute that was already pending in court before this Arbitration Provision took effect.

Governing Law

The Federal Arbitration Act (“FAA”), 9 U.S.C. 1 et seq., and federal arbitration law apply to this Arbitration Provision.  There is no judge or jury in arbitration and court review of an arbitration award is limited, but an arbitrator can award an individual the same damages and relief as a court in an individual case and must apply and follow applicable substantive law, consistent with the FAA, and the terms of these Terms of Use and any agreement governing the use of the Services.  The arbitrator shall apply applicable statutes of limitations and honor privilege rules.  Any judgment on the award rendered by the arbitrator will be final, subject to any appeal rights under the FAA, and may be entered in any court of competent jurisdiction.  No arbitration award involving the parties will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the arbitration, nor will an arbitration award in prior disputes involving other parties have preclusive effect in an arbitration between the parties to this Arbitration Provision.

JURY TRIAL WAIVER.

YOU UNDERSTAND THAT ABSENT YOUR CONSENT TO ARBITRATION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A TRIAL BY JURY.

Arbitration Procedures.

Either you or a Naenu Party can initiate arbitration through the AAA or by filing a motion to compel arbitration of claims filed in court.  Regardless of who elected arbitration or how arbitration was elected, the party asserting the claim (i.e., the party seeking money damages or other relief from a court or an arbitrator) is responsible for starting the arbitration proceeding. If the AAA cannot serve and we cannot agree on a substitute, a court with jurisdiction shall select the arbitrator, who will apply the AAA rules and the procedures specified in this Arbitration Provision.  Any arbitrator must be a practicing attorney with ten or more years of experience practicing law or a retired judge.  Any arbitration will be governed by the then-current Consumer Rules, and its Procedures for the Resolution of Disputes through Document Submission (“Document Submission Procedures”).  For more information about the AAA and its rules, you may contact the AAA at American Arbitration Association, 120 Broadway, Floor 21, New York, N.Y. 10271, 1-800-778-7879, www.adr.org.  The Document Submission Procedures are included in the Consumer Rules.  The parties shall pay filing, administrative and arbitrator fees in accordance with the Consumer Rules.  If you cannot afford to pay your share of the fees and cannot obtain a waiver from the AAA, you can make a written good faith request for a Naenu Party to pay or advance such fees. Each party will bear the expense of its own attorneys, experts and witnesses, regardless of which party prevails, unless applicable law, these Terms of Use or an applicable agreement gives a party the right to recover such expenses from the other party.  If the arbitrator determines that any party’s claim or defense is frivolous or wrongfully intended to oppress or harass the other party, the arbitrator may award sanctions in the form of fees and expenses reasonably incurred by the other party if such sanctions could be imposed under Rule 11 of the Federal Rules of Civil Procedure.  The arbitration will be conducted by a single arbitrator solely based on written submissions and will not require any personal appearance by the parties or witnesses unless the arbitrator determines that a telephonic or in-person conference or hearing is necessary based on the request of one or more of the parties.  If an in-person hearing is necessary, it will be held in the federal judicial district in which you reside or at another location that is reasonably convenient to all parties.

CLASS ACTION WAIVER.

You and the Naenu Parties each agree that if arbitration of a Dispute is elected, the Dispute will be resolved in arbitration (not in court) only on an individual basis and not as a class, collective or other representative action.  To the fullest extent permitted under the FAA: (a) no arbitration will be joined or consolidated with any other unless all parties otherwise agree in writing; (b) there is no right or authority for any Dispute to be arbitrated on a class-action, collective action or private attorney general basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.  No arbitrator shall have the authority to issue any relief that applies to any person or entity other than Naenu Parties and/or you individually.

Miscellaneous; Conflicts.

Even if all parties have opted to litigate a Dispute in court, a party may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in that or any related or unrelated lawsuit (including a claim initially asserted on an individual basis but modified to be asserted on a class, representative, or multi-party basis).  Nothing in that litigation shall constitute a waiver of any rights under this Arbitration Provision.  If any portion of this Arbitration Provision is inconsistent with the Consumer Rules, with these Terms of Use, or your agreements governing the use of these Services, or with an arbitration provision in any agreement with a Naenu Party, this Arbitration Provision shall govern.

Survival; Severance.

This Arbitration Provision shall survive termination of the Services or these Terms of Use or of any agreement into which you enter with a Naenu Party; and, further, you understand and agree that this Arbitration Provision applies not only to these Terms of Use but also to any subsequent agreement (including without limitation any agreement governing the use of the Services) into which you enter with a Naenu Party.  If any portion of this Arbitration Provision is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this Arbitration Provision, except that: (a) if the Class Action Waiver is limited, voided or found unenforceable with respect to a Dispute that does not seek public injunctive relief and that determination becomes final after all appeals have been exhausted, then this Arbitration Provision (except for this sentence) shall be null and void with respect to such proceeding.  The parties acknowledge and agree that under no circumstances will a class action be arbitrated; and (b) if a claim is brought seeking public injunctive relief and a court determines that the restrictions in the Class Action Waiver or elsewhere in this Arbitration Provision prohibiting the arbitrator from awarding relief on behalf of third parties are unenforceable with respect to such claim and that determination becomes final after all appeals have been exhausted, the claim for public injunctive relief will be determined in court and any individual claims seeking monetary relief will be arbitrated.  In such a case the parties will request that the court stay the claim for public injunctive relief until the arbitration award pertaining to individual relief has been entered in court. In no event will a claim for public injunctive relief be arbitrated.

RIGHT TO OPT OUT:

If you do not want this Arbitration Provision to apply, you must send us a signed notice within 30 calendar days of the date on which you electronically submit an application for a product or service offered by a Naenu Party through these Services.  You must send the notice in writing (and not electronically) to support@mementos.one  You must provide your name, address, telephone number, and state that you “opt out” of the Arbitration Provision.  Opting out will not affect the other provisions of these Terms of Use or any other agreement governing the Services or with a Naenu Party.  If you do not opt out, you will be bound by this Arbitration Provision in these Terms of Use and any other agreement governing a Service or with a Naenu Party.  Please note that if you enter an agreement with a Naenu Party that contains a different arbitration provision with a right to opt out, opting out of this Arbitration Provision is not a rejection of the arbitration provision in the other agreement.  You will need to separately opt out of the arbitration provision in the other agreement if you do not want it to apply.

Unless you and Naenu agree otherwise, in the event that it is determined or these Terms provide that a claim should not proceed through arbitration, you agree that any claim or dispute (with the exception of a claim or dispute appropriately lodged in any small claims court in the United States of America) shall be resolved in the United States District Court of Dunwoody, Georgia and you submit to the personal jurisdiction of that court.  If subject matter jurisdiction (including diversity jurisdiction) does not exist in the United States District Court for the District of Dunwoody, Georgia for any such claim, then the exclusive forum and venue for any such action shall be in the courts of the State of Georgia, and you submit to the personal jurisdiction of all such courts.

Miscellaneous Provisions

These Terms constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter.  These Terms shall be governed by and construed in accordance with the laws of the State of Delaware[A4] . 

No waiver by either party of any breach hereunder shall be deemed to be a waiver of any preceding or subsequent breach.  The section headings used herein are for convenience only and shall not be given any legal import.

Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right.  Neither the course of conduct between the parties nor trade practice shall act to modify any of these Terms.

We may assign its rights and duties under these Terms to any party at any time without notice to you.

Contact Us

If you have any questions regarding the Services or these Terms, please feel free to send us an email at support@mementos.one