1. Agreement.

‍The following Terms of Service (the "Terms") constitute a binding agreement between you and Heirloom Media Technologies Inc., dba “Voice Moments” ("Voice Moments," “we,” “our,” and “us”), regarding your use of Voice Moments’ website (the “Website”) and its memory recordation platform (the “Platform”, and collectively with the Website, the “Services”).

By accessing or using the Services in any manner, you agree to be bound by these Terms.

If you are entering into these Terms on behalf of an entity, all references to “you” in these Terms other than in this paragraph refer to the entity and you represent and warrant that you are a duly authorized representative with the authorization to act on behalf of the entity and bind the legal entity to these Terms. You may use the Services only in compliance with these Terms.

PLEASE NOTE THAT, EXCEPT AS PROVIDED BELOW, THESE TERMS REQUIRE RESOLUTION OF DISPUTES THROUGH USE OF AN ARBITRATION SERVICE. YOU HEREBY AGREE THAT ALL DISPUTES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES WILL BE RESOLVED IN ACCORDANCE WITH SECTION 24 BELOW.

2. Modification to terms.

Voice Moments reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification to the Terms will be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.

3. Privacy.

Voice Moments respects your privacy. To learn more about how we handle personal data, please see our Privacy Policy.

4. Our services.

The Platform preserves the photo and stories of a loved one (the “Talking Photo teller”) by pairing a chosen photo with a voice-caption urning a silent photo into a personalized keepsake Talking Photo which can be aggerated into themed Collections. Anyone (the “Billing Owner”) can start the process to create a Talking Photo Gallery and Collections by purchasing a Membership to Voice Moments (the “Membership”). In addition to managing the Gallery and Collection creation process, the Billing Owner can invite others to collaborate with the Talking Photo teller on the creation of the Gallery or Collection (each, a “Collaborator”, and collectively with the Billing Owner and Talking Photo teller(s), the “Members”).

5. Eligibility.

If you are younger than 13, you may not use the Services. If you are 13 or older but under the age of 18, you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian agreeing to these Terms for the benefit of a child who is 13 or older but under the age of 18, you are fully responsible for your child’s use of the Services.

6. Memberships.

Each Membership provides access to a certain set of features for each Talking Photo teller, including with respect to hardcopy Memory Books. See the Website for more information about the benefits that come with a Membership.

The Billing Owner’s Membership activates when the Billing Owner instructs Voice Moments to notify the Talking Photo teller of the Membership. If the Billing Owner is the Talking Photo teller, the Membership when the Billing Owner purchases the Membership.

Each Membership includes a credit for a Free Trial.

The Membership initially lasts for three years, after which the Membership can be renewed for another five years.

Membership can be canceled at any time through the Website on the Platform. If a Membership is canceled, the Talking Photos are still visible to Members.

7. User accounts.

‍Talking Photo tellers and views must create an account in order to create Talking Photos. Billing Owners and Collaborators must also create accounts. You promise to provide us with accurate, complete, and updated registration information about yourself.

You are responsible for maintaining the confidentiality of your account, and are fully responsible for any and all activities that occur under your account. You agree to immediately notify Voice Moments of any unauthorized use of your account or any other breach of security. Voice Moments will not be liable for any loss or damage arising from your failure to comply with this section.

If you would like us to terminate your account, you can do so by emailing Voice Moments at support@Voice Moments.com

You may not transfer your account to anyone else without our prior written permission.

8. Acceptable use.

‍Voice Moments hereby grants you permission to access and use the Services, provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:

You may only use the Services for your own personal, non-commercial use and in accordance with these Terms and any codes of conduct provided by Voice Moments. You may not transfer your access to others or allow others to access the Services through your own access.

You may only use the Services for lawful activity. It is your responsibility to comply with all applicable local, state, and federal laws and regulations.

You may not use the Services in any manner that Voice Moments deems to be harmful, violent, fraudulent, deceptive, explicit, inappropriate, threatening, harassing, defamatory, obscene, or otherwise objectionable.

You may not submit information or content to the Services that you do not have the right to submit. For example, you may not submit content through the Services that includes the likeness or intellectual property of another person, except to the extent you obtain prior express permission from that person.

You may not exploit Talking Photos (as recorded through the Platform) in any commercial manner.

You may not use Talking Photos Stories (as recorded through the Platform) in any podcast or other form of monetizable medium without prior written permission

You may not copy, rip, or capture any content encountered on the Services. This includes bulk copying or "scraping" any portion of the Services content using a bot or other tool.

You may not decompile, reverse engineer, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to the Services.

You may not enter, store or transmit viruses, worms or other malicious code within, through, to or using the Services.

You may not defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Services.

You may not remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Services or associated documentation.

9. Payment.

Fees. There is no fee to create a Free Trial account, but Billing Owners must pay for a Membership in order to commence the process of creating a Talking Photo for a Talking Photo teller. As explained further in Section 5, Billing Owners can pay additional fees to add Talking Photo tellers to the subscription.

Automatic Renewal of Membership Fee. THE MEMBERSHIP WILL AUTOMATICALLY RENEW AT THE END OF the FIVE-YEAR BILLING CYCLE. THE BILLING OWNER CAN CANCEL A SUBSCRIPTION AT ANY TIME THROUGH THE PROFILE LINK IN THE NAVIGATION BAR.

Payment and Billing Information. By providing a credit card or other payment method for the payment of fees, you represent and warrant that you are authorized to use the designated payment method and that you authorize our third-party payment processor to charge your payment method for the total amount of your fee(s) (including any applicable taxes and other charges) (collectively, a “Transaction”). If the payment method cannot be verified, is invalid, or is otherwise not acceptable, you must resolve any problem we (or our third-party payment processor) encounter before the Transaction is completed. You acknowledge that the amount billed may vary due to promotional offers, changes in the Services, or changes in applicable taxes or other charges, and you authorize us (or our third-party payment processor) to charge your payment method for the corresponding amount.

Pricing and Availability. All prices are shown in U.S. dollars and applicable taxes and other charges, if any, are additional. Prices may be adjusted at any time and for any reason (or no reason) and without providing you prior notice. Products or services are subject to availability, and we reserve the right to cancel all or part of the Services and to discontinue making certain Services available without prior notice.

10. Content.

Voice Moments’ Content.

As between you and Voice Moments, Voice Moments owns all right, title and interest in and to the materials available through the Services other than Your Content and Other User Content (as both are defined below), including, but not limited to, text, graphics, data, articles, photos, images, videos, and illustrations (all of the foregoing except Your Content and Other User Content, the “Voice Moments Content”).

Conditioned upon your compliance with these Terms, Voice Moments grants you a limited, non-exclusive, non-transferable license, to access and view the Services in accordance with these Terms. You have no right to sublicense the licensed rights granted in this section. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Voice Moments or its licensors, except for the licenses and rights expressly granted in these Terms.

Your Content.

As between you and Voice Moments, you own all of the content and data that you submit through the Services (collectively, “Your Content”). You grant to Voice Moments a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, access, copy, adapt, modify, distribute, publicly display, transmit, and otherwise exploit Your Content, in any media, solely as necessary to provide the Services to you. Voice Moments will not use Your Content for any other purpose without your prior written permission.

You hereby grant to all Members the worldwide, irrevocable, perpetual, non-exclusive, royalty-free license to view, access, copy, adapt, modify, distribute, publicly display, transmit, and otherwise exploit Your Content as necessary to use the Services. You hereby grant to all other individuals who access Your Content the worldwide, irrevocable, perpetual, non-exclusive, royalty-free license to view Your Content.

You acknowledge and agree that you are solely responsible for Your Content. Accordingly, you represent and warrant that you have all rights, licenses, consents and releases that are necessary to grant to Voice Moments the license above. If Your Content violates these Terms in any way, we reserve the right to remove Your Content from the Services.

Other User Content.

Just as you are responsible for Your Content, other users of the Services are responsible for the content they submit and create through the Services (collectively, “Other User Content”). Although Voice Moments reserves the right to review, moderate, or remove any content that appears on the Services, we are not required to do so. WE DO NOT MAKE ANY GUARANTEES ABOUT OTHER USER CONTENT, INCLUDING WHETHER THE OTHER USER CONTENT IS ACCURATE OR APPROPRIATE.

11. Third party apps.

You may be able to import Your Content from certain third party platforms (each, a “Third Party Platform”). Your use of any Third Party Platform is subject to a separate agreement between you and the provider of that Third Party Platform (the “Third Party Provider”). You hereby acknowledge that Voice Moments does not control such Third Party Providers or Third Party Platforms, and cannot be held responsible for their content, operation, or use. Voice Moments does not make any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided through Third Party Platforms. VOICE MOMENTS HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY THIRD PARTY PLATFORMS AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST VOICE MOMENTS WITH RESPECT TO THE CONTENT OR OPERATION OF ANY THIRD PARTY PLATFORMS.

12. Feedback.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You agree that Voice Moments has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.

13. Modification to services.

Voice Moments may modify the Services from time to time. Voice Moments shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other third party may incur as a result of changes to the Services.

14. Notices of copyright infringement.

‍Voice Moments respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) of 1998, the text of which may be found on the U.S. Copyright Office website at https://Membership.copyright.gov/legislation/dmca.pdf, Voice Moments will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below.

If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Services by providing us the following information (the “Notice”):

the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;

the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where such material may be found;

your mailing address, telephone number, and, if available, email address;

a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;

a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and

your full legal name and your electronic or physical signature.

You may deliver this notice, with all items completed, to us, as follows:

230 West 79th Street, Suite 52 South, New York, NY 10024.

Upon receipt of the Notice as described above, Voice Moments will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

15. Termination.

‍Voice Moments may immediately and without notice terminate these Terms and disable your access to the Services for any or no reason. You may terminate your account at any time through the Website. Billing Owners may also cancel a Membership at any time through the Profile section on the Navigation Bar.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any limitations on our liability, any terms regarding ownership or intellectual property rights, indemnification, and terms regarding disputes between us.

16. Indemnification.

‍To the fullest extent allowed by applicable law, you agree to indemnify, defend, and hold Voice Moments, its affiliates, officers, agents, and employees harmless from and against any and all third-party claims, and any resulting liabilities, damages, losses and expenses (including attorneys’ fees) arising from or in any way related to (a) your use of the Services (including any actions taken by a third party using your account), (b) your violation of these Terms, and (c) any dispute between you and one or more other users.

17. Release of Voice Moments from liability for disputes among users.

YOU ASSUME ALL RISK REGARDING YOUR INTERACTIONS WITH ANY OTHER USERS OF THE SERVICES.

YOU HEREBY RELEASE AND HOLD VOICE MOMENTS (AND VOICE MOMENTS’S OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, SUBSIDIARIES, OTHER AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS, REPRESENTATIVES, AND INDEPENDENT CONTRACTORS (COLLECTIVELY, THE “RELEASED PARTIES”)) HARMLESS FROM ANY CLAIM OR CONTROVERSY THAT MAY ARISE OUT OF THE ACTIONS OR INACTIONS OF, OR THE RELATIONSHIP BETWEEN, YOU AND ANY OTHER USER OF THE SERVICES.

18. Disclaimer of warranties.

‍YOU HEREBY ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES, VOICE MOMENTS CONTENT, AND OTHER USER CONTENT ARE ALL PROVIDED "AS IS," AND VOICE MOMENTS AND ITS AFFILIATES HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM. VOICE MOMENTS AND ITS AFFILIATES DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH THE SERVICES.

Because some states do not permit disclaimer of implied warranties, you may have additional rights under your local laws.

19. Limitation of liability.

‍TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL VOICE MOMENTS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $20 OR (II) THE AMOUNTS PAID BY YOU TO VOICE MOMENTS IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

20. Notices.

Any notices or other communications permitted or required hereunder will be in writing and given by Voice Moments (a) via email (in each case to the address that you provide) or (b) by posting to the Website.

21. No waiver.

The failure of Voice Moments to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

22. Assignment.

‍You may not assign or transfer these Terms, by operation of law or otherwise, without Voice Moments’ prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Voice Moments may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

23. Severability.

If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

24. Governing Law; Arbitration.

These Terms are governed by and will be construed under the laws of the state of New York, without regard to the conflicts of laws provisions thereof. The arbitration shall be held in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration shall be held in the US county of your most recent physical address or, if there is no such US county, in New York State. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Manhattan New York. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND VOICE MOMENTS ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

25. Entire agreement.

‍These Terms constitute the entire agreement between you and Voice Moments regarding your use of the Services, and supersede all prior written or oral agreements.

26. Contact us.

‍If you have any questions about the Services, please do not hesitate to contact us at support@VoiceMoments.com