Exclusion of Warranties and Limitation of Liability
Dispute Resolution
General
Consumer Protection and Privacy
USER LICENSE AGREEMENT
Eulogize Memorials Inc. Last updated August 2024
Welcome to Eulogize Memorials. Our purpose is to help the bereaved express the life of the person they’ve lost by helping transform pictures and memories into personalized booklets, slideshows, eulogies, and other content. This User License Agreement (“ULA”) governs your Use of the service provided by Eulogize at the URL www.Eulogizememorials.com (“Website”) including all software, applications plugins, mobile applications, and other applications and services provided from time to time on, from, or through the Website (together, the “Service”).
This ULA, our Privacy Policy, and any other rules or guidelines that are posted onto the Website (together, this “Agreement”) is a binding contract between “you,” the user, and Eulogize Memorials, Inc. (“Eulogize,” “we,” “our,” and “us”) of 3828 Kennett Pike, Suite 212, Greenville, DE 19807-2331.
You should read this Agreement carefully before you start using the Service.
1. Definitions and Interpretation
Eulogize means Eulogize Memorials Inc of 3828 Kennett Pike, Suite 212, Greenville, DE 19807-2331.
Associate in relation to a party, means the employees, officers, directors, contractors, and agents of that party.
Business Days means a day other than a Saturday, Sunday, or a public holiday in the USA.
Content means any Eulogize Content and/or any User Content (as applicable).
Contributors has the meaning given in clause 2.4 (Contributors).
Commencement Date means the date that this Agreement starts.
Connections means all equipment, facilities, devices, internet connections, network connections, and telecommunications lines and services installed and used to connect to, access, or use the Service (including modems, filters, cabling, telephone and data lines, routers and ethernet LAN connections, and all software used by them).
Consequential Loss means indirect economic loss, loss of income or profit, loss or damages resulting from wasted management time, damage to goodwill or business reputation, loss of opportunity, or any other special, indirect, or consequential loss or damage.
Delaware General Corporation Law refers to the relevant corporate legislation applicable to Eulogize as a corporation incorporated in Delaware, USA.
Eulogize Content means any information, data, or content in any form or medium on or in any part of the Service (including text, software, scripts, graphics, photos, sounds, music, videos, audio-visual combinations, interactive features, and other materials from time to time) that is not User Content.
Fee means the amount payable by you to Eulogize in respect of the provision of the Service, as set out on the Website from time to time.
Insolvency Event means (a) a voluntary termination of operations, (b) a general assignment for the benefit of the party’s creditors, or (c) any other liquidation, dissolution, or winding up of the party, whether voluntary or involuntary.
Intellectual Property Rights means patents, rights in inventions, works of authorship, designs, databases, know-how, trade secrets, confidential information, trademarks, business and domain names, logos, get-up and goodwill, copyrights, Moral Rights, and any other intellectual property or proprietary rights in any jurisdiction.
Loss means all loss, damage, costs (including all reasonable legal costs on a full indemnity basis), expense, or liability of any kind, whether direct or indirect or consequential, present or future, fixed or unascertained, or actual or contingent.
Video Memorial means the video memorial created by a User’s Use of the Service.
Memorial Service means a Video Memorial and/or Order of Service Booklet (as applicable).
Moral Rights means the rights defined as “moral rights” under the Visual Artists Rights Act (VARA) in the U.S. and any other similar rights capable of protection under laws of any applicable jurisdiction.
Music Libraries means the compilation of music tracks made available to you on the Service from time to time for Use by you in accordance with this Agreement.
Order of Service Booklet means the order of service booklet created through the Service.
Privacy Policy means Eulogize’s privacy policy.
Related Body Corporate has the meaning given in the Delaware General Corporation Law.
Use means access and use.
User means any person that Uses the Service from time to time.
User Content means any information, data, or content in any form or medium and includes text, photos, sounds, music, and videos uploaded to the Service by you or a Contributor from time to time.
Website means the internet site at the URL Eulogizememorials.com. AND app.Eulogizememorials.com
In this Agreement, unless the context requires otherwise:
(a) In calculating any period of time commencing from a particular day, the period commences on the following day and the following day counts as part of that period;
(b) Where an expression is defined anywhere in this Agreement, it has the same meaning throughout;
(c) The rule of interpretation which sometimes requires that a document be interpreted to the disadvantage of the party which put the document forward does not apply;
(d) A reference to this Agreement or any other agreement, arrangement, or document includes any variation, novation, supplementation, or replacement of them;
(e) Headings and sub-headings are for convenience of reference only and do not affect interpretation;
(f) The phrase include, includes or including, or similar phrase does not limit what else might be included;
(g) A reference to any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision substituted for, and also any subordinate legislation issued under, that legislation or legislative provision;
(h) A reference to “law” means all laws, codes, guidelines, and the like, including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles and requirements, statutory rules of an industry body, statutory and mandatory codes of conduct, writs, orders, injunctions, judgments, U.S. generally accepted accounting principles, and industry-wide non-statutory rules or obligations in force from time to time;
(i) A reference to dollars or $ is to an amount in U.S. currency;
(j) The singular includes the plural and vice versa;
(k) A reference to any party to this Agreement or to any other document or arrangement includes that party’s legal personal representatives, substitutes (including any person taking by novation), successors, and permitted assigns;
(l) A reference to a person includes a body corporate, partnership, joint venture, incorporated or unincorporated association, authority, State, government, or government or quasi-government body, and vice versa;
(m) Any schedule, attachment, or exhibit, and the description of the parties, all form part of this Agreement;
(n) A reference to anything (including any amount) is a reference to the whole or any part of it (except that nothing in this provision excuses a party from performing the whole of an obligation just because they have performed part of the obligation);
(o) A reference to a group of persons is a reference to any one or more of them; and
(p) “In writing” includes any modes of reproducing words in legible and non-transitory form including by email or other electronic means.
2. Your Acceptance of This Agreement
Your acceptance of this Agreement: This Agreement is important – please read it carefully. If you do not agree with any of the terms, do not Use the Service and you must leave the Service immediately. Your Use and continuing Use of the Service is an acknowledgment that you have been given a reasonable opportunity to read this Agreement; that you have in fact read this Agreement; that you understand the terms, and that you agree to abide by and be bound by this Agreement.
When this Agreement applies: This Agreement applies to you if you access or otherwise Use the Service.
User account: In order to Use the Service you must have an account with Eulogize. You can create an account online or one of our funeral home partners can create an account for you. When registering for an account, you must use your correct and current name and information. You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity or employ misleading email addresses or falsify information in any part of any communication transmitted through the Service. We will handle all personal information we collect in accordance with our Privacy Policy. You must be at least eighteen (18) years of age to Use the Service, or you must have parental or guardian consent to do so.
Changes to this Agreement: We may, without notice, update or otherwise change this Agreement periodically, and any such changes will be posted to the Website. Your continuing Use of the Service constitutes your agreement to be bound by any such changes. We are not obliged to notify you of any changes but we will endeavor to alert you to any significant changes.
Questions about this Agreement: Should you have any questions in relation to this Agreement, you should contact us at info@Eulogizememorials.com before you Use the Service.
3. License to Use the Service
Our license to you: In consideration of your agreement to comply with this Agreement, we hereby grant you a non-exclusive, non-transferable license to Use the Service and the Eulogize Content, unless we suspend or terminate your account or the Service in accordance with this Agreement.
Your license to Eulogize: In consideration of our agreement to provide the Service in accordance with this Agreement, you hereby grant Eulogize a non-exclusive, non-transferable, royalty-free license to use the User Content, for the purposes of providing the Service to you.
Nature of the Service: You acknowledge and agree that:some text
We may, at any time in our sole discretion and without prior notice, alter, amend, interrupt, reschedule, modify or cease the operation of all or any part of the Service; and
The Service may not operate on a continuous basis and may be unavailable from time to time (including for maintenance purposes). Eulogize will make reasonable efforts to ensure the accuracy and availability of the memorial services provided. However, Eulogize does not warrant that the services will be error-free, uninterrupted, or available at all times. In no event shall Eulogize be liable for any inaccuracies or unavailability of services, except as expressly provided under this Agreement.
Number of Memorial Services: Each User will be entitled to create up to five (6) different Memorial Services.
Variation to Memorial Service: Subject to clause 6 (Removal of Content), each User will be entitled to an limited number of changes to the Memorial Service.
Removal of Content: We reserve the right to remove any and all Content, including any Memorial Service, from your account if you have not accessed your account for ninety (90) days or more. You should ensure that you have made back-up copies of the Content.
4. Your Responsibilities
Your password and login: You are responsible for maintaining the confidentiality of your password and login and you must not share your password or login with any other party. You are responsible for all activities that occur under your password and login. You must not use or attempt to use another party’s password or login to access any part of the Service. You must immediately notify us at info@Eulogizememorials.com of any unauthorized use of your password or login or any other breach or suspected breach of security in respect of the Service.
Prohibited Activities: In using the Service, you must not:some text
Use the Service for any illegal purpose, or in violation of any local, state, national, or international law;
Violate or encourage others to violate the rights of third parties, including intellectual property rights, privacy rights, and/or publicity rights;
Post, upload, or distribute any content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, hateful, or otherwise inappropriate;
Interfere in any way with security-related features of the Service;
Interfere with the operation or any user's enjoyment of the Service, including by uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, making unsolicited offers or advertisements to other users, or attempting to collect personal information about users or third parties without their consent;
Access, monitor, or copy any content or information of the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without Eulogize's express written permission;
Perform any fraudulent activity, including impersonating any person or entity, claiming false affiliations, accessing the accounts of other users without permission, or falsifying your identity or any information about you, including age or date of birth;
Sell or otherwise transfer the access granted herein.
Take your own precautions: You must take your own precautions to ensure that your process for accessing the Service does not expose you to the risk of viruses, malicious computer code, or other forms of interference which may damage your computer system.
You are responsible for costs: You are responsible for all costs, fees, and expenses incurred directly or indirectly from accessing or otherwise using the Service. This may include internet connection and usage fees and mobile telephone connection and usage fees.
User Content Responsibilities:some text
User Content Ownership: Users retain ownership of any content they upload to the service, including music tracks. However, by uploading content, users grant Eulogize a non-exclusive, royalty-free license to use, display, and distribute the content as part of the service.
Rights to Uploaded Content: By uploading music tracks or any other content, you represent and warrant that you have all necessary rights, licenses, consents, and permissions to use, reproduce, and distribute the content through the Service. This includes but is not limited to any rights related to copyright, trademark, and other intellectual property laws. You agree to indemnify and hold Eulogize harmless from any claims arising out of the content you upload, including claims of intellectual property infringement.
Prohibited Content: Users must not upload content that infringes on the intellectual property rights of others. Eulogize reserves the right to remove any content that it believes may violate this requirement or that is otherwise inappropriate or unlawful.
5. Fees
Use of the Service is free: If you wish to export or print a Memorial Service, then a Fee will be payable.
Once a Fee is paid, it is not refundable.
Fees exclude sales tax: Unless specified otherwise, the Fee does not include sales tax. Sales tax will be added to the Fee.
6. Intellectual Property
Intellectual property owned by Eulogize: You acknowledge that:some text
The Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including copyright; and
Eulogize and/or third parties own all right, title, and interest in and to the Service, Music Libraries, and software provided through or in conjunction with the Service, including all Intellectual Property Rights contained in them.
Intellectual property owned by you: As between you and us, you or a Contributor owns all Intellectual Property Rights in any User Content (e.g., photos, sounds, music, text).
Your responsibilities regarding intellectual property: You agree that you will not, and will not allow any third party to:some text
Take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality contained in the Service;
Use the Service to access, copy, upload, transfer, transcode or retransmit Content in violation of any law or third-party rights; or
Remove, obscure, or alter Eulogize’s or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Service.
Possible Infringement: You must:some text
Notify Eulogize immediately upon becoming aware of any direct or indirect infringement of any of Eulogize’s Intellectual Property Rights or claims by a third party that use of any of the intellectual property contained within the Service infringes the rights of a third party, and
Do all things reasonably necessary, at Eulogize’s cost, to assist Eulogize to prevent any prohibited or otherwise unauthorized access to or use of Eulogize’s Intellectual Property.
7. Music Library
License to use Music Libraries: Eulogize grants you a license to use the Music Libraries, subject to the following restrictions:some text
You must use the Music Libraries only in relation to a Video Memorial.
Your Use of the Music Libraries:some text
Must be incidental to a Video Memorial; and
Is non-exclusive, non-transferable, and restricted to the U.S.;
Subject to clause 1(a) you must not, without Eulogize’s prior written consent:some text
Sell, license, lease, rent, distribute, assign or in any way use or transfer any reproduction of the Music Libraries to the general public or to any other person;
Reproduce the Music Libraries by itself or in whole or in part in any medium including, but not limited to, tape, disc, hard disk, computer system, or other electronic recording or transmission device;
Provide access to, sell, license, lease, rent, distribute, assign or in any way use or transfer the Music Libraries by itself or in whole or in part to any other person by any means;
Add any lyrics to the Music Libraries; or
Release a Video Memorial containing the Music Libraries for performance in public and/or communication to the public except within the U.S.
License is for the purpose of a Video Memorial: Nothing in clause 1 (License to use Music Libraries) prohibits you from using the Music Libraries for the purposes of a Video Memorial created in accordance with this Agreement.
License limited to use under this Agreement: Clauses 1 (License to use Music Libraries) and 7.2 (License is for the purpose of a Video Memorial) only grant to you the right to Use the Music Libraries as described in this Agreement. No other rights of any kind whatsoever in or relating to the Music Libraries are granted or otherwise deemed to be granted to you.
8. Termination
Termination with notice: Either party may terminate this Agreement at any time by giving the other party 7 days’ written notice.
Termination without notice: Either party may, by providing written notice of its intention to do so, terminate this Agreement with immediate effect if the other party:some text
Breach of Agreement: Or its Associates commits a serious or persistent breach of any term of this Agreement;
Detrimental acts: Or its Associates commits any act or series of acts materially detrimental to the interests of the other party including conduct which may injure the reputation of the terminating party’s business;
Cessation of business: Ceases to carry on its business in the usual manner; or
Insolvency Event: Suffers an Insolvency Event.
What happens on termination: Upon termination of this Agreement, you must immediately stop Using the Service.
No effect on other duties: Except as otherwise provided herein, termination of this Agreement for any reason shall not relieve or discharge either party from any duty, obligation, or liability hereunder which was accrued as of the date of such termination.
9. Exclusion of Warranties and Limitation of Liability
No liability: To the full extent permitted by law, Eulogize, its related bodies corporate and its officers, employees, and agents expressly disclaim any and all liability in connection with:some text
Personal injury or property damage, of any nature whatsoever;
Any unauthorized access to or use of our servers and/or any personal information stored therein;
Any alteration, amendment, interruption, rescheduling, modification, or cessation of all or any part of the Service;
All Content and any other information contained in any part of the Service and the removal or suspension of any Content or any other information;
Any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Service;
Any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Service; and
Any direct, indirect, incidental, or punitive damages, including loss of profits, goodwill or intangible losses, loss of data, interruption of business or damage (including consequential, special or incidental damage), in each case, arising from access to or use of any part of the Service whether or not caused by any negligent act or omission or resulting from any delay in removing or failure to remove Content from the Service after receiving a request for removal even if we knew or should have known of the possibility of such loss or damage and whether damages are claimed in contract, tort (including negligence) or statute.
No representations or warranties: To the full extent permitted by law, Eulogize its officers, employees, and agents exclude all representations and warranties (in each case, whether express or implied) in respect of the completeness, accuracy, reliability, suitability, or availability with respect to the Service, the Content, the content of any sites linked to any part of the Service, or the information contained on any part of the Service for any purpose. Any reliance you place on any such content or information is strictly at your own risk.
Indemnity: You indemnify and hold us harmless in respect of any and all claims, loss, or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of or in any way connected to any:some text
Act or thing done by us in good faith and purportedly pursuant to a right granted to us under this Agreement;
Breach by you of any provision of this Agreement;
Any willful, unlawful, or negligent act or omission by you;
Your Use of the Service;
Any claims made by a third party in respect of a breach of the Intellectual Property Right including in relation to any User Content uploaded by you; or
Your reliance on or Use of any Content.
Agreement subject to law: This Agreement is to be read subject to any law which prohibits or restricts the exclusion, restriction, or modification of any implied warranties, conditions, or obligations. If any law prohibits the exclusion of such warranties, conditions, or obligations, Eulogize limits its liability to the extent permitted by law, to the re-supply of the Service.
No limitation on your statutory rights: We make no express warranties or representations other than set out in this clause 9 (Exclusion of Warranties and Limitation of Liability). Nothing in this Agreement excludes, restricts, or modifies any terms, conditions, or warranties that are imposed or implied by any statute, including the Federal Trade Commission (FTC) Act. Limitations and exclusions are made only to the extent that we may legally do so.
Consumer guarantees: You may have the benefit of consumer guarantees under applicable U.S. law, and in such cases, the following applies:some text
Our goods come with guarantees that cannot be excluded under U.S. law;
You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure; and
The benefits of this warranty are in addition to any rights and remedies imposed by U.S. State and Federal legislation that cannot be excluded and where this clause is inconsistent with any other provision of this Agreement, this clause will prevail. Our liability to you is limited to the options set out in this clause 9.
Limitation of liability for emotional distress: Eulogize shall not be liable for any emotional distress, mental anguish, or other non-economic damages arising out of or related to the use or failure of its services. The user acknowledges that the nature of the services may involve sensitive content and accepts all associated risks.
10. Dispute Resolution
Arbitration Notice: Any disputes arising under these Terms will be resolved by binding, individual arbitration. By accepting these Terms, you and Eulogize are each waiving the right to a trial by jury or to participate in any class action or representative proceeding. You agree to give up your right to go to court to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a neutral arbitrator and not a judge or jury.
Arbitration Process: Arbitration will be conducted under the rules of a recognized arbitration body. The arbitration proceedings will be confidential and held in a mutually convenient location, or virtually if both parties agree.
No Class Actions: You and Eulogize agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
11. General
No assignment by you: You must not assign, sublicense, or otherwise deal in any other way with any rights or obligations under this Agreement whether in whole or in part – except as permitted under this Agreement. Any unauthorized assignment, sublicense, or other dealing shall be null and void.
Eulogize may assign: Eulogize may assign, sublicense, and otherwise deal with any rights and obligations under this Agreement without restriction.
No Waiver: If we do not act in relation to a breach by you of this Agreement, this does not waive our right to act with respect to that or subsequent or similar breaches.
Entire agreement: This Agreement and any other legal notices published by Eulogize on the Service from time to time shall constitute the entire agreement between you and Eulogize concerning the Service.
Force majeure: Eulogize will not be liable to you or any other party for any failure to perform its obligations under this Agreement where such failure or delay is caused by events beyond its reasonable control, including industrial disputes, strikes, lockouts, acts of God, acts or threats of terrorism or war, interruption to telecommunications services, pandemics, significant technological failures, and failures or delays caused or contributed to by you.
Survival of clauses: Clauses 6 (Intellectual Property), 9 (Exclusion of Warranties and Limitation of Liability), together with any other clauses which contemplate that a party has any rights or obligations after this Agreement is terminated, survive the termination of this Agreement.
Severability: If any provision of this Agreement is held by a competent authority to be invalid or unenforceable or otherwise becomes illegal, in whole or in part, it is to be read down or severed to the extent necessary and the validity of the other provisions of this Agreement and the remainder of the provisions in question shall not be affected.
Governing Law: This Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, USA. Any dispute arising in respect of this Agreement shall be subject to the non-exclusive jurisdiction of the courts of Delaware and the courts of appeal therefrom.
12. Consumer Protection and Privacy
Consumer Protection Notice: Eulogize complies with all applicable U.S. consumer protection laws. Remedies for any breach of this Agreement are limited to those explicitly set forth herein, and Eulogize shall not be liable for any claims under consumer protection laws beyond what is stated in this Agreement. Users may have additional rights under state laws that provide further protections, which may vary by state.
Data Privacy and Security: Eulogize is committed to protecting your personal data and User Content. All data is handled in accordance with our Privacy Policy, and we use industry-standard encryption to protect your information. If you believe your data has been compromised, you should immediately notify us at info@Eulogizememorials.com.
