Updated September 10, 2024

Welcome to the Memyard document platform service offered by Zagmo Corporation, a Delaware corporation dba Memyard (“Memyard”, “we,” “our” or “us”). The following terms and conditions (the “Terms”) govern your access to and/or use of the Memyard platform (the “Platform”) and website (collectively, the “Services”).

ACCEPTANCE OF TERMS

The Services are offered subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Memyard’s Privacy Policy) and procedures that may be published from time to time by Memyard related to the Services, which are incorporated herein by reference. By accessing, registering for and/or using the Services in any manner you agree to the Terms. If you do not agree to the Terms, do not use the Services. 

ARBITRATION NOTICE

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE SET FORTH HEREIN, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY MANDATORY ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

CHANGES

We may make changes to the Terms and/or our other operating rules, policies and/or procedures from time to time, in our sole and absolute discretion. We will notify you of any changes to the Terms by posting the updated Terms on Memyard’s website and/or the Services, and we will revise the “Updated” date above. Any changes to our operating rules, policies and/or procedures are incorporated herein. It is your responsibility to review the Terms frequently and to remain informed of any changes to them. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances including but not limited to sending you an email informing you of the changes and/or by prominently posting notice of the changes on Memyard’s website and/or Services. If you do not agree with the changes and/or modifications, you must not use the Services after the effective date of the changes. The then-current version of the Terms supersedes all earlier versions. You agree that your continued use of the Services after such changes have been published will constitute your acceptance of such revised Terms and operating rules, policies and/or procedures (as applicable).

LICENSE TO USE OUR SERVICES

3.1. Ownership and Rights to Access and/or Use the Platform. By using the Services, and subject to your compliance with the Terms, Memyard grants to you a limited, personal, non-exclusive, non-transferable, non-sublicensable revocable right to use and/or access the Services. Neither the Terms nor your access to and/or use of the Services transfers to you and/or any third party any rights, title and/or interest in any intellectual property rights embodied in the Services.

3.2. Reservation of Rights. Our Services are protected by applicable intellectual property laws, including United States and international copyright and trademark law. Subject to the limited rights expressly granted hereunder, Memyard and/or its third-party providers, licensors, and suppliers reserve all right, title and interest in and to the Services, including without limitation all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

ACCOUNT; SCOPE OF USE

4.1. Account. 

4.1.1 Creation of Account. To sign up, access and/or use the Services, you must create an account (an “Account”). Your Account may require you to (i) indicate agreement to the Terms, (ii) provide contact information, and (iii) submit any other form of authentication required during the registration process, as determined by Memyard in its sole and absolute discretion. You may not create an Account and/or use the Services if you have been previously removed by us and/or banned from the Services. You represent and warrant that any information you provide in connection with your Account, or access to and/or use of the Services is true, accurate and complete and you will maintain and update such information regularly. As of the date of the Terms, you must have a valid email address through which you may access your relevant Google Drive. In the event a username is required, you must not: (a) select and/or use as a username a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; and/or (c) use as a username a name that is otherwise offensive, vulgar and/or obscene, as determined by us in our sole discretion. Your Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. 

4.1.2. Account Security. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. You should never publish, distribute and/or post login information for your Account. Memyard has no responsibility for unauthorized access to your Account, and/or automatic forwarding of messages and/or viruses (caused by viruses or otherwise). You must notify us immediately of any breach of security and/or unauthorized access to and/or use of your Account. You must immediately notify Memyard of any unauthorized uses of your Account or any other breaches of security.  

4.1.3. Reference. We may request that we reference you as our customer, and use your trademark and/or logo for such purpose. We will not do so without your express prior written consent.

4.2. Use of Services. 

4.2.1. Use of Services. Memyard retains the right, in its sole and absolute discretion, to deny access to and/or use of the Services to anyone at any time and for any reason. You agree that Memyard will not be liable to you and/or to any third party for any suspension and/or termination of your Account and/or any refusal of any access to and/or use of the Services (or any portion thereof).

4.2.2. Compliance with Law. You are solely responsible for ensuring that your access to and/or use of the Services is in compliance with all laws, rules and regulations applicable to you and the right to access and/or use the Services is revoked where your access to and/or use of the Services is prohibited. 

4.2.3. Restrictions. You will comply with any technical restrictions on the Services that allow you to use the Services only in certain ways. In addition, except as expressly allowed in the Terms, you may not:

  1. modify, and/or make derivative works of, disassemble, reverse compile and/or reverse engineer any part of the Services; 
  2. license, transfer, sell, rent, lease, distribute, assign, host, sublicense and/or otherwise commercially exploit the Services, in whole or in part; 
  3. frame and/or utilize framing techniques to enclose any trademark, logo, and/or other portion of the Services (including images, text, page layout, and/or form); 
  4. use any metatags and/or other “hidden text” using Memyard’s name and/or trademarks; 
  5. use and/or access the Services or any “Output” (as defined below) in order to build a similar and/or competitive website, product, and/or service; 
  6. copy, reproduce, distribute, republish, download, display, post and/or transmit any part of the Services in any form and/or by any means; 
  7. remove and/or destroy any copyright or trademark notices and/or other proprietary markings contained on and/or in the Services; 
  8. libel or defame Memyard and/or their employees and/or directors; 
  9. promote and/or provide information about illegal activities and/or physical harm and/or injury to any group, individual, institution and/or property; 
  10. take any action that imposes or may impose (as determined by us in our sole and absolute discretion) an unreasonable and/or disproportionately large load on our (and/or our third party providers’) infrastructure; 
  11. run any form of auto-responder and/or “spam” on the Services; 
  12. use the Services for any unlawful purpose and/or to violate laws, regulations, codes of conduct and/or other guidelines that may be applicable to the Services provided; 
  13. use the Services in any geographic location other than the United States;
  14. access the Services through automated or non-human means, whether through a bot, script or otherwise; 
  15. access, store, distribute or transmit any viruses, malware, or other harmful material during the course of your use of the Service; and/or 
  16. make the functionality of the Services available to multiple users unauthorized by Memyard through any means, including, but not limited to distribution of the Services or by uploading the Services to a network and/or file-sharing service and/or through any hosting, application services provider and/or any other type of service. 

4.3. Disclaimer of Liability. Memyard will not be liable for any acts and/or omissions by you, including without limitation any damages of any kind incurred as a result of such acts and/or omissions. Memyard is under no obligation to become involved in any dispute that you have with other users and/or in any incident that you are party to with other users, or that are affected by and/or otherwise related to the Services.

4.4. Accessibility. While we use reasonable efforts to keep the Services accessible, the Services may be unavailable from time to time. You understand and agree that there may be interruptions to the Services and/or use of and/or access to your Account due to circumstances both within our control (e.g., routine maintenance) and outside of Memyard’s control. See also the Section on Disclaimer of Warranties below.

CONTENT

6.1. Content. You may provide input to the Services (“Input”) and receive output from the Services based on the Input (“Output”). Your Input may include files from an online shared drive, including without limitation, Google Drive. Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. Memyard may transfer your Content to third-party service providers who provide services to us in providing Services to you, subject to appropriate contractual restrictions. Such third-party service providers are authorized to use your Content only as necessary to provide their services to Memyard, or the Memyard Services to you, and are not permitted to use your Content for their own purposes, including without limitation, developing, improving, or training their AI and/or ML models. At any time, you may request deletion of Content, however, Content may reside in backups pursuant to our backup policies. As part of the Services, you may request that Content is not included in backups, though that may limit the functionality we can provide in the Services. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services. 

6.2. Ownership Rights. As between you and Memyard, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law and enforce our terms and policies. You agree that other users who have access to your Google Drive have access to Content by default. Content is not used for training any other user’s LLM except as authorized by you in writing. For the sake of clarity, Memyard does not use third party API’s (including without limitation, Google Workspace APIs) to develop, improve, or train generalized/non-personalized AI and/or ML models.

6.3. Accuracy. Given the nature of artificial intelligence, when you use our Services you understand and agree that Output may not always be accurate or meet your needs. You are responsible for evaluating Output for your own needs.

6.4. Feedback. Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Memyard a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Memyard will treat any Feedback you provide to Memyard as non-confidential and non-proprietary. You represent and warrant that you have all rights necessary to submit the Feedback.

6.5. No Liability. Memyard is not liable for any loss, deletion, removal and/or failure of delivery of Content, whether caused by computer virus, unauthorized access, human error and/or otherwise. You are encouraged to retain a back-up copy of all Content and you undertake that you will do so in respect of all Input and Output. Memyard disclaims all liability relating to any Content, including any error, virus or inaccuracy contained in any Content. You are solely responsible for any damage (including without limitation to the Services) resulting from your use (and/or submission) of any Content and/or the Services (including without limitation disputes and incidents described in the preceding sections) and related transactions and/or occurrences. 

PROHIBITED USES

7.1. You agree that you will not under any circumstances use the Services or transmit any Content (including software, text, images, or other information) that:

  1. is unlawful and/or promotes unlawful activities;
  2. defames, harasses, abuses, threatens, or incites violence towards any individual or group;
  3. is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability;
  4. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation and/or any form of lottery and/or gambling; is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability; 
  5. contains and/or installs any viruses, worms, malware, Trojan horses and/or other content that is designed or intended to disrupt, damage and/or limit the functioning of any software, hardware, and/or telecommunications equipment and/or to damage and/or obtain unauthorized access to any data and/or other information of any third party;
  6. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights;
  7. impersonates any person or entity, including any of our employees or representatives; and/or
  8. violates the privacy of any third party.

ELECTRONIC MEANS.

8.1. Electronic Signatures. You agree that your use of any electronic signatures will be as valid as any manual signatures, if authorized by applicable law, and you will ensure that your use of electronic signatures is in conformance with applicable laws and regulations.

8.2. Electronic Communications. The communications between you and Memyard use electronic means, whether you use the Services or send us emails, or whether Memyard posts notices on the Services or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Memyard in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Memyard provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be a hardcopy in writing. The foregoing does not affect any rights that may be non-waivable. You may contact Memyard at legal@Memyard.com.

TERM; TERMINATION

We may terminate your Account and/or your access to and/or use of all or any part of the Services at any time, with or without cause, with or without notice, effective immediately and without liability, which may involve deletion of Content associated with your Account from our databases. You agree that Memyard will not be liable to you or to any third party for such removal. If you wish to terminate your Account, you may do so by following the instructions through your Account. Memyard will not have any liability whatsoever to you for any termination of your rights under the Terms, including without limitation for termination of your Account and/or deletion of Content.

NO LIABILITY FOR LOST DATA

Where Memyard provides web hosting or other services via the Services involving the provision of computer storage space, and/or in relation to other relevant services, Memyard reserves the right to impose and vary limits and/or restrictions (temporary or otherwise) on the use of the Service, including, without limitation, limits on the storage provided by reference to storage space, time/age of files, number and/or size of files, amount of data down and/or uploaded and/or any other criteria Memyard may specify. Any content and/or materials which exceeds any such limit, may be deleted and/or not accepted for such storage, without liability to Memyard.

DISCLAIMER OF WARRANTIES

THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY MEMYARD TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS. MEMYARD DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH MEMYARD EXPRESSLY DISCLAIMS. 

WITHOUT LIMITING THE FOREGOING, MEMYARD AND/OR ITS LICENSORS, PARTNERS AND CONTENT PROVIDERS MAKE NO WARRANTY THAT (I) THE SERVICES AND/OR CONTENT WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; (III) ANY CONTENT AND/OR SOFTWARE AVAILABLE AT AND/OR THROUGH THE SERVICES IS FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS.

MEMYARD WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM MEMYARD AND/OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO SHORTEST TIME PERIOD PERMITTED UNDER SUCH LAW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEMYARD AND/OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY.

LIMITATION OF LIABILITY. IN NO EVENT IS MEMYARD, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS LIABLE TO YOU AND/OR ANYONE ELSE FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF MEMYARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND/OR (II) ANY BUGS, VIRUSES, TROJAN HORSES, AND/OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE FOREGOING APPLIES DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY MEMYARD, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, MEMYARD’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

MEMYARD’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT WE ARE LIABLE FOR IS LIMITED TO GREATER OF (a) $100; and (b) THE AMOUNT PAID BY YOU TO MEMYARD IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MEMYARD AND YOU.

INDEMNITY AND WAIVER

13.1. Indemnification. You will defend, indemnify and hold Memyard, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including without limitation reasonable attorneys’ fees, that arise from and/or relate to (i) your use of the Services and/or inability to use the Services; (ii) your Content; (iii) your violation of the Terms, (iv) your violation of any rights of a third party through use of the Services or Content;. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Memyard. Memyard will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

13.2. Waiver. You hereby forever discharge and release us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to: (i) the Services; (ii) any inaccurate, incomplete, unreliable, illegal or infringing content posted on the Services, whether caused by us or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (iii) the conduct, whether online or offline, of any user; (iv) any injury, loss or damage caused by another user or Content, whether online or offline; and (v) any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access to, and/or alteration of, the Services. This waiver does not apply in the event of our gross negligence, intentional misconduct or fraud.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

LINKS

The website may integrate with and/or provide links to various other independent third-party products and/or services (“Linked Sites”) that may be of interest to you and are for your convenience only. Memyard does not control and/or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy and/or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites. You will need to make your own independent judgment regarding your interaction with Linked Sites at your own risk. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit. Memyard reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion. We disclaim all warranties, express and implied, as to the accuracy, validity and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

MISCELLANEOUS

16.1. Entire Agreement; Conflict. Unless otherwise agreed to by Memyard and you in writing, the Terms constitutes the entire agreement between Memyard and you concerning the subject matter hereof.

16.2. Governing Law. Except to the extent applicable law, if any, provides otherwise, this Agreement and any access to or use of the Services will be governed by the laws of the State of California, U.S.A., excluding its conflict of law provisions.

16.3. Arbitration. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Terms will be finally settled in accordance with the Comprehensive Arbitration Rules (“Rules”) of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration will take place in the state and federal courts located in the State of California, Santa Clara County, in the English language and the arbitral decision may be enforced in any court. You can opt-out and decline this agreement to arbitrate by contacting Memyard within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted the Terms).

16.3.1. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes will be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Memyard in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND MEMYARD WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

16.3.2. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this Section is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court located in Delaware.

16.4. Severability. If any part of the Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.

16.5. Assignment. You may not assign your rights or obligations under the Terms to any other party without Memyard’s express prior written consent, and any assignment without such consent is void.  Memyard may assign its rights and obligations under the Terms without condition and in its sole discretion. The Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

16.6. Force Majeure. Except for payment obligations, neither Memyard nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, shortages, riots, fires, acts of God, war, strikes, terrorism, pandemics and governmental action.

16.7. Survival. All provisions of the Terms that by their nature should survive termination will survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.

16.8. No Waiver. No waiver by Memyard of any breach and/or default and/or failure to exercise any right allowed under the Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under the Terms.