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Product License

Version 1.0

Effective Date: July 3rd, 2023

 

Introduction

All references in this license to “us” and similar words such as “we” and “our” (even if not capitalized) mean Memory Compass, LLC, DBA The Memory Compass, LLC. All references to “you” and similar words such as “your” (even if not capitalized) mean the individual purchasing or otherwise accessing our Products, and if you are doing so on behalf of a business entity, then it means both you and that business entity.

This license will apply to your use of all Products we provide or sell to you, except to the extent we have a different written agreement with you with respect to specific goods we provide or sell to you. For clarity, “Product” means all digital goods or courses offered on our website https://www.thememorycompass.com/shop and https://thememorycompass.practicebetter.io/#/648cc0020c22bd623ca4473c/profile and other platforms operated by us. “Product” includes both free downloads and paid products such as workbooks, videos, templates, and the like.

Purchasing Products

Paid Products

Some products we offer are sold directly on our website, while others are sold on related platforms we use to make your experience better (for example, Practice Better).

To purchase a product, you will be required to provide payment information to us or the other platform. By providing that payment information, you are authorizing us and those platforms to charge your payment information for the products you purchase. If your purchase requires multiple payments (either installments or subscription payments), then we or the platform will use your payment information to make those charges as well. In those instances, you must ensure that your payment information remains valid and up to date so that we can make those charges. If your payment information is declined for any reason, then we may terminate your rights to use the Products. Except as provided in this license, all fees must be paid in advance, are non-cancelable, and non-refundable. All fees are exclusive of taxes and similar government assessments of every nature and form, all which must be paid by you. We may also offer free, promotional Products, in our sole discretion. We may withdraw your right to use any one or more of such promotional Products at any time, for any reason, with or without notice to you.

 

User Accounts

We may allow you to create a user account (or we may create an account for you) to use portions of our Products. If you create (or accept) an account, then we may request information about you as described in our Privacy Policy, available at thememorycompass.com/privacy-policy

You are responsible for everything that happens through your account. You must keep your account credentials private and may not allow other people to use your account.

 

Termination

You may terminate your user account (and/or your use of Products you purchase) at any time, subject to the other provisions in this license.​

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If you purchase a Product using installment payments, and you terminate your user account before making all installment payments to us, then all unpaid installments will become immediately due upon your termination. We may charge your payment information for all such unpaid installments upon that termination.

If you purchase a Product that involves subscription payments, and you terminate your user account while your subscription is active, then you will be responsible for paying us all subscription fees until your then-current subscription period ends (which may be monthly, annually, or a different term). In most situations, you will have already paid for that subscription term, which means you will not owe us additional subscription fees (but we will not be required to issue a refund for the unused portion of your subscription).

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License to Use the Product

 

General

If you purchase a Product from us (or otherwise access a free Product from us, with our permission), and provided you pay all applicable fees for the Product, then we automatically grant you a limited license to use the same in accordance with this license.

 

What You Can Do

The license we grant you to use the Product includes only the rights contemplated in this section.

You can:

• Save and duplicate your copy of the Product for your own use.

• Fill in the blanks in your copy of the Product for your own use.

• Edit your copy of the Product for your own use.

• For Products which are clearly intended to be shared with other parties (for example, a template for your client), you can share the filled-in versions of the Product (but not the template version itself) with those other parties, including any edits you make to the same.

• Exercise these rights anywhere in the world, an unlimited number of times, with or without attribution to us.

 

What You Cannot Do

The license we grant to you to use the Product is limited.

You cannot do any of the following:

• Share the Product with a third party, except as expressly permitted by us.

• Make the Product publicly available to one or more third parties (for example, don’t make it available for download online), except as expressly permitted by us.

• Sell the Product, assign your license, or sublicense your rights in this license, to any third party.

• Create any derivate work using all or any portion of the Product which is then shared, sold, or licensed, to third parties.

• Take any action to indicate that you own the copyright to the Product.

• Use the Product in any way which is libelous, slanderous, or otherwise defamatory, illegal, obscene, or indecent.

• Use the Product in any manner not permitted in this license.

 

Payments for Sharing Paid Products

If you share a paid Product with a third party in a manner not permitted in this license, and that third party uses that Product or exercises any of the rights in this license without purchasing the same, then we may invoice you for such use at the then current purchase price and you shall pay the purchase price for that third party user.

 

Termination

You may terminate your use of Products any time, subject to your obligations in this ​license.

If you breach any provision in this license (including your failure to pay us all fees applicable to your Product), then we may terminate the license granted to you and we will not have any obligation to refund your purchase price. Upon such termination, you shall immediately cease all future uses of the Product and all rights granted to you in this license will automatically be revoked.

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We Own the Products and Associated Copyright

Your purchase of (or otherwise accessing) a Product does not constitute any assignment or transfer of ownership of the Product (or underlying intellectual property, including copyright, to the same). For clarity, as between you and us, we own and will continue to own all Products and all underlying intellectual property, including copyright to the same.

 

Disclaimers & Limitations of Liability

 

All references to “us” (and similar words such as “we” and “our”) in this section mean us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates.

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Except as expressly provided in this license, the following provisions will apply to all Products you purchase (or otherwise access).

• All Products are offered on an “AS IS” and “AS AVAILABLE” basis without any representations or warranties of any kind.

• Without limitation, we do not represent or warrant that (a) the information in the Products is free from error; (b) the functionality of the Products will be uninterrupted, secure, or free of errors; (c) defects in the Products will be corrected; or (d) that the Products or the equipment the Products use are free of viruses.

• To the fullest extent permitted by law, we disclaim all representations and warranties (express, implied, and statutory), including the implied warranties of merchantability, title, fitness for a particular purpose, accuracy of data, and non-infringement; and also all liability for identity theft and other misuse of your identity or content.

• We do not vet content submitted by users of our Products and we do not represent or guarantee that any such content is truthful or accurate or that you will have any right to use that content.

• We do not warrant, endorse, guarantee, or assume responsibility for, any product or service advertised or offered by a third party on our services, or for any other websites or applications which are linked to or referenced in our services. If you use or purchase any such products or services, or if you click on any such links, you do so at your sole risk.

• We will not be liable to you or any third party for any indirect, special, incidental, consequential, cover, or punitive damages (including lost profits or revenues, loss of data, loss of use, or costs of obtaining substitute goods or services), arising out of or in connection to the Products or any links provided in our services.

• All limitations of liability in this license will apply regardless of whether you or the third party bases your/its claim on contract, tort, strict liability, or any other legal theory, and whether we knew or should have known about the possibility of such damages.

• All limitations of liability in this license will apply to the fullest extent permitted by law.

• Subject to the limitations of liability in this license, our liability to you or any third party will not exceed the amount you paid for the Products.

• Any cause of action or claim which you may have which arises out of or in connection to the Products must be brought (if at all) within one year after the cause of action or claim accrued. Otherwise, such cause of action or claim will be permanently barred.

• All the foregoing limitations will apply even if a remedy fails of its essential purpose and to the fullest extent permitted by law.

 

Some jurisdictions do not allow certain disclaimers, limitations of liability, and exclusions. To the extent such jurisdictions’ laws are applicable to your use of the Products, such disclaimers, limitations of liability, and exclusions, will be limited to the extent permitted by the applicable law.

Indemnification

You shall indemnify us and our parents, subsidiaries, and affiliates, and the respective owners, directors, officers, managers, employees, contractors, and other representatives, of us and our parents, subsidiaries, and affiliates (the “Protected Parties”) against all reasonable expenses including attorneys’ fees, costs, and damages of every kind (the “Losses”) arising out of any suit, claim, investigation, or proceeding, which is threatened or brought against a Protected Party, related to your (a) use of any one or more Product (b) breach of this license, or (c) violation of applicable law. We may, at your expense, assume the exclusive control and defense of any such matter. You shall cooperate, at your expense, with our control and defense of any such matter. You shall not settle any such matter without our prior written consent.

Legal Provisions

Governing Law & Jurisdiction

Your use of our Products (including your purchase of our Products) and these license terms will be governed by and construed in accordance with the laws of Indiana excluding its conflict of law principles. With respect to any dispute arising out of or related to any of the foregoing, both you and we consent to jurisdiction in, and the exclusive venue of, the state courts in Indiana, or when applicable any U.S. District Court in that state.

 

Waiver of Jury Trial

You and we each waive trial by jury in all actions, proceedings, or counterclaims brought by either party against the other on any matter arising out of or in any way connected to this license.

 

Miscellaneous

 

Waiver

Any failure or delay by us to exercise any right or remedy in this license will not operate as a waiver of the same. Any waiver by us of a breach by you of any provision in this license will not operate as a waiver of any subsequent breach. Any waiver by us will not be effective unless and until it is in written form and signed by us.

 

Severability

Each provision in this license will be treated as separate and independent of the other provisions. Accordingly, if a court with competent jurisdiction declares a provision unenforceable, then the provision will be limited to the minimum extent necessary so that it remains enforceable. If such amendment is not possible, then the unenforceable provision will be deemed removed from this license, but the remaining provisions will remain in full force.

 

Assignment

You may not assign your rights or obligations in this license or any policies referenced in this license without our prior written consent. Any attempted assignment by you will be null and void. We may assign our rights and obligations in this license at any time, for any reason, with or without notice to you.

 

Power to Amend this License

The provisions in this license will apply to Products you purchase or otherwise access. If we amend this license in the future, then the amended version will apply to Products you purchase or otherwise access in the future.

Contact

Unless otherwise required by these this license or by law, you may contact us at info@thememorycompass.com.

 

 

FULFILLMENT POLICIES

 

Courses

After purchase, you will be granted access to our online course. Most courses contain videos, audio clips, and downloadable PDFs.

 

Presale Courses

After purchase, you will receive a confirmation email of your purchase. On the day the course becomes available, you will receive an email granting you access to the course.

 

Digital Products and Workbooks

After purchase, you will be redirected with download links to your digital products. You will also receive an email with the links to download your purchased digital products.

 

Refund Policy

Due to the nature of the products and services we sell, we do not offer refunds. Notwithstanding the foregoing, if a specific product or service page (or associated checkout process) offers a refund option for that specific product or service, then we will honor that refund option with respect to that specific product or service. If you have any questions with respect to your purchase or payment, please reach out to info@thememorycompass.com

 

Chargeback Prevention Policy

If you initiate a chargeback, merchant dispute, or other proceeding with your financial institution with respect to a valid purchase you make from us, then we may share all information and documents with your financial institution for the purposes of defending our right to collect (and retain) your payment for the purchase.

If you are successful in obtaining a chargeback (or similar refund) because of the proceeding, then we may invoice you for the full unpaid purchase price of all products and services which you received from us and you shall pay us all valid amounts in that invoice within 30 days of receipt. If you do not timely make that payment, then we may pursue all remedies available to us, including instituting legal action in any court with competent jurisdiction to enforce our right to receive that payment. If we are successful in any such proceeding, then you shall reimburse us for all our reasonable costs and expenses (including attorney’s fees) we incur in seeking that payment from you.