MemCare Solutions Terms of Service

U.S. Only – Delaware Law

Effective Date: December 10, 2025

SECTION 1: AGREEMENT TO TERMS

1.1 Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “User”) and MemCare Solutions, a Delaware company (“MemCare,” “we,” “us,” or “our”). By accessing, downloading, installing, or using any of our Services, you agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.

1.2 Geographic Restrictions

MemCare Solutions is intended solely for use by persons located within the United States of America. Our Services are NOT designed to comply with the European Union General Data Protection Regulation (GDPR), UK Data Protection Act, or other non-U.S. privacy regimes.

By accessing or using MemCare Solutions, you represent and warrant that you are currently located in the United States. USE FROM OUTSIDE THE U.S. IS STRICTLY PROHIBITED.

If you are in the EU, UK, or any similar jurisdiction, DO NOT USE THESE SERVICES.

1.3 Eligibility

You must be at least 18 years of age to create an account or use the Services. By using the Services, you represent and warrant that you meet this age requirement and have the legal capacity to enter into this binding agreement.

1.4 Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms with a new “Effective Date” and, where appropriate, by sending you an email notification. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

1.5 Registration and Consent to Communications

Registration

Either an individual User (for themselves) or a caregiver (on behalf of a care recipient) may initiate an invitation to use the MemCare Services, including by sending or facilitating an invitation to sign up for an account. A User or caregiver may complete registration and create an account either through the MemCare mobile application or via the MemCare website, subject to these Terms of Service and any additional onboarding steps or eligibility requirements that MemCare may establish from time to time.

As part of creating and configuring your MemCare account, you will be asked to record samples of your voice so that certain features of the Services can recognize, personalize, and interact with you in the future. By setting up and using the Services, you expressly consent to MemCare collecting, recording, storing, and using recordings of your voice for the purpose of providing and improving the Services and any related features that rely on voice input or voice recognition. You understand and agree that, subject to applicable law and our data retention practices, such voice recordings may be retained for as long as reasonably necessary to operate, maintain, and enhance these features or as otherwise described in our Privacy Policy.

Consent to Communications

MemCare’s Services rely on bi-directional electronic communications between Users and caregivers, including in-app phone-based communications initiated through the Services, in-app messaging, audio and video messaging, and SMS/text-messaging capabilities for certain notifications and care-related interactions. Use of these messaging and communication features is essential to the proper operation of the Services, and if you do not consent to receive such communications, you will not be able to use or meaningfully benefit from the Services. By creating an account or using the Services, you expressly consent to receive these in-app and SMS/text communications at the phone number(s) and contact information you provide, and you acknowledge that you are solely responsible for obtaining and maintaining a mobile or internet plan that supports such communications and for all associated charges imposed by your carrier or service provider, including any voice, video, data, or text-messaging fees, rates, or surcharges. MemCare does not control these charges and is not responsible or liable for any carrier, roaming, data, or text-messaging fees or other costs you may incur in connection with your use of the Services.

SECTION 2: DESCRIPTION OF SERVICES

2.1 Services Provided

MemCare Solutions provides AI-powered tools to support individuals with memory challenges and their caregivers through mobile applications, websites, and devices (collectively, the “Services”), including:

MemCare: AI-powered companion providing reminders, navigation, communications and recognition assistance.
CareSight: A caregiver monitoring dashboard, communication, and coordination tool.
CareSightHub: Centralized caregiver’s dashboard hub for families, professionals, and communities.
CareSightHome: Home-based monitoring devices and systems.

Our Services include reminders, activity monitoring, behavioral pattern analysis, geolocation tracking, safe-zone monitoring, voice interaction capabilities, communications (Voice, Text, and Video) and caregiver alerts and coordination.

Features may evolve over time. We may add, remove, or modify functionality with notice when required.

2.2 Not Medical Services

CRITICAL NOTICE: THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL CARE, DIAGNOSIS, OR TREATMENT.

MemCare Solutions is a technology platform providing monitoring and reminder tools. We are NOT:

Healthcare providers or medical professionals
Emergency response services
Licensed medical or diagnostic services
HIPAA-compliant services

IN CASE OF MEDICAL EMERGENCY, CALL 911 IMMEDIATELY. DO NOT RELY ON THE SERVICES FOR EMERGENCY ASSISTANCE.

2.3 Service Availability

We strive to provide reliable Services but do not guarantee uninterrupted, timely, secure, or error-free operation. Services may be temporarily unavailable due to maintenance, updates, technical issues, or circumstances beyond our control.

2.4 National Library of Medicine Attribution Clause

MemCare utilizes data sourced from the National Library of Medicine (NLM), a division of the National Institutes of Health under the Department of Health and Human Services, to provide medication-related information and guidance as part of its service offerings. All medication-related content is derived from publicly available databases maintained by the NLM.

Please Note: This product uses publicly available data from the U.S. National Library of Medicine (NLM), National Institutes of Health, Department of Health and Human Services; NLM is not responsible for the product and does not endorse or recommend this or any other product.

Users acknowledge that while MemCare strives to provide accurate and up-to-date medication information sourced from the NLM, the NLM itself does not maintain responsibility for how this data is compiled, presented, or utilized within the MemCare platform. The presence of medication information in MemCare does not constitute an endorsement by the NLM or any federal agency of the United States government.

MemCare shall not be liable for any inaccuracies, omissions, or delays in medication information resulting from the NLM’s failure or delay in updating its publicly available data or databases. Users rely on medication information provided by MemCare at their own risk, and MemCare disclaims all liability arising from any failure by the NLM to timely update, correct, or maintain the accuracy of the source data.

SECTION 3: USER ACCOUNTS AND RESPONSIBILITIES

3.1 Account Creation

To use certain features, you must create an account by providing accurate, current, and complete information, including:

Full name
Email address
Phone number
Date of birth
Address
Payment information

You are also responsible for providing accurate information, such as:

Safe Zones and favorite locations
Contact details’ information, names, addresses and pictures
Medication names, frequence, dosage, and supporting images

MemCare’s “safe zone” and geofencing features rely on the accuracy, completeness, and timely updating of location, address, and boundary information provided by you and/or any authorized caregiver. You acknowledge and agree that you and any authorized caregiver are solely responsible for creating, reviewing, and updating all safe zone settings (including addresses, maps, and other parameters) as circumstances change, and that MemCare has no obligation to verify or correct such information. MemCare is not responsible or liable for any incorrect, delayed, missed, or absent alerts, notifications, or monitoring results, or for any injury, loss, or damage of any kind, to the extent arising out of or related to inaccurate, incomplete, or outdated safe zone information or settings supplied or maintained (or not maintained) by you or any caregiver.

3.2 Account Security

You are responsible for:

Maintaining the confidentiality of your account credentials
All activities that occur under your account
Notifying us immediately of any unauthorized access or security breach
Ensuring that your account information remains accurate and up-to-date

We are not liable for any loss or damage arising from your failure to protect your account credentials.

3.3 Authorized Users

If you are a caregiver setting up an account for someone else (the “Care Recipient”), you represent and warrant that:

You have legal authority to act on behalf of the Care Recipient
You have obtained all necessary consents and authorizations
The Care Recipient (if capable) has been informed about the Services and monitoring
You will use the Services solely for the Care Recipient’s benefit

3.4 Multiple Users and Caregivers

Care Recipients may authorize multiple caregivers to access monitoring data and receive alerts. By authorizing a caregiver, the Care Recipient consents to that caregiver receiving alerts, activity information, location data, and medication adherence information as specified in the Privacy Policy.

3.5 Medication Reminder and Logging Disclaimer

MemCare’s services include sending reminders at scheduled times for the User to take prescribed medication and providing functionality for the User or caregiver to log and/or upload photos or other confirmations relating to such medication. MemCare’s role is strictly limited to issuing such reminders and recording any logs or photos submitted through the platform. MemCare does not administer, supervise, or verify the actual consumption of any medication and does not confirm the accuracy, timing, or truthfulness of any logs, photos, or confirmations made or uploaded by the User, caregiver, or any other user.

Accordingly, MemCare does not and cannot guarantee that the User will consume any medication correctly, at all, or at the prescribed or recommended times, even if reminders are sent or logs/photos are recorded in the system. To the maximum extent permitted by applicable law, MemCare shall not be liable for any injury, loss, damage, or adverse consequence arising out of or related to: (a) the User’s failure to take medication; (b) the User’s incorrect, delayed, or partial consumption of medication; or (c) any instance in which medication is logged or a photo is uploaded in the MemCare system but the medication is not actually consumed by the User. Responsibility for ensuring that any medication is taken correctly, at the appropriate times, remains solely with the User and/or the User’s caregivers and healthcare providers.

SECTION 4: ACCEPTABLE USE POLICY

4.1 Permitted Uses

You may use the Services solely for their intended purpose: memory support, supporting individuals with memory challenges and coordinating care amongst authorized caregivers.

4.2 Prohibited Conduct

You agree NOT to:

Use the Services for any unlawful purpose or in violation of these Terms
Monitor or track individuals without their knowledge and consent
Access another user’s account without authorization
Interfere with or disrupt the Services or servers/networks connected to the Services
Attempt to gain unauthorized access to any portion of the Services
Use automated systems (bots, scrapers) to access the Services
Reverse engineer, decompile, or disassemble any aspect of the Services
Remove, alter, or obscure any proprietary notices
Upload or transmit viruses, malware, or other malicious code
Impersonate any person or entity or misrepresent your affiliation
Harvest or collect information about users without consent
Use the Services in any manner that could damage, disable, or impair functionality
Violate any applicable local, state, national, or international law

4.3 Consequences of Violation

Violation of this Acceptable Use Policy may result in:

Immediate suspension or termination of your account
Legal action and reporting to law enforcement authorities
Liability for damages caused by your violation

SECTION 5: SUBSCRIPTION AND PAYMENT TERMS

5.1 Subscription Plans

Services are offered on a subscription basis with various plan options based on the types of users, the number of users and are either renewed on a monthly or annual basis. Current pricing and plan details are available on our website.

Pricing is subject to change; a note will be sent out 30 days prior to the change taking effect.

5.2 Payment Authorization

By subscribing, you authorize us to charge your designated payment method for:

Initial subscription fees
Recurring subscription fees at the interval of your selected plan
Any applicable taxes
Additional fees for optional features or services

5.3 Automatic Renewal

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current subscription rate.

We will provide reasonable notice of any price increases before they take effect.

5.4 Payment Processing

Payment processing is handled by Stripe, a third-party payment processor. By providing payment information, you agree to Stripe’s terms of service. We do not store complete credit card information on our servers.

5.5 Failed Payments

If a payment fails:

We will attempt to process the payment again
You will receive notification of the failed payment
Services may be suspended until payment is successful
Your account may be terminated after repeated payment failures

5.6 Refund Policy

Subscription fees are non-refundable except as required by law or as explicitly stated below:

30-Day Money-Back Guarantee: First-time subscribers may request a full refund within 30 days of initial purchase
Service Outages: Pro-rated refunds may be provided for extended service outages (exceeding 72 consecutive hours) at our discretion
Technical Issues: Refunds may be considered on a case-by-case basis for documented technical issues preventing service use

To request a refund, contact customer support at support@memcaresolutions.com.

5.7 Cancellation

You may cancel your subscription at any time through:

Account settings within the Services portion of the webpage
Contacting customer support at support@memcaresolutions.com

Cancellation takes effect at the end of the current billing period. You will retain access to paid features until that time. No partial refunds are provided for early cancellation.

5.8 Free Trials

We offer free trial periods for MemCare new users only, using the app (no web access or caregiver tools and apps). Terms specific to free trials:

Trial duration will be for a period of 90 days
During the trial period, the MemCare app will have limited features available and accessible.
Every 30 days during the trial period we will send a message within the app with information on the required steps to convert the account into a paid subscription.
At the end of the 90-day trial period, if you do not convert to a paid subscription, the account will be cancelled and deleted.
One free trial per user/phone number
We reserve the right to determine free trial eligibility

SECTION 6: INFORMED CONSENT TO CONTINUOUS MONITORING

6.1 Nature of Monitoring

By using the Services, you acknowledge and consent to continuous, automated monitoring 24 hours a day, 7 days a week, including:

Medication adherence: Tracking doses taken and timing
Activity levels: Monitoring movement and daily activity patterns
Inactivity detection: Automated detection of unusual inactivity
Behavioral patterns: Analysis of routine changes and unusual behaviors
Location tracking: Ongoing GPS and safe-zones monitoring
Voice interaction: Recording and processing voice commands (recordings deleted after transcription)
Voice sample: Retention of sample of User’s voice for processing of User’s voice for voice commands
Communications

6.2 Risks and Limitations of Automated Monitoring

You acknowledge and accept the following risks:

Privacy concerns: Continuous observation and data collection
Data breach risk: Possibility of unauthorized access despite security measures
Technical failures: System malfunctions, device failures, connectivity issues
False alarms: Alerts triggered incorrectly
Missed alerts: Failure to detect or notify of actual events
Over-reliance: Risk of depending too heavily on automated systems instead of professional care
AI limitations: Artificial intelligence predictions are not infallible

6.3 Not a Replacement for Human Care

Automated monitoring is a supplemental tool and does NOT replace:

Regular in-person check-ins by caregivers
Professional medical supervision and care
Emergency response services
Human judgment and decision-making

6.4 Withdrawal of Consent

You may withdraw consent to monitoring at any time by:

Cancelling your subscription and deleting your account

SECTION 7: INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership

MemCare Solutions and its licensors own all rights, title, and interest in and to the Services, including:

Software, applications, and code
Algorithms and artificial intelligence models
User interfaces and design elements
Trademarks, logos, and brand names
Content, documentation, and materials
Patents, copyrights, and trade secrets

These Terms do not grant you any ownership rights in the Services.

7.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal, non-commercial use.

This license does NOT permit you to:

Copy, modify, or create derivative works
Distribute, sell, lease, or sublicense the Services
Reverse engineer or extract source code
Use the Services for commercial purposes
Remove or alter proprietary notices

7.3 User Content

You retain ownership of any content you provide to the Services (photos, voice recordings, contact information, etc.). By providing content, you grant us a worldwide, non-exclusive, royalty-free license to use, store, process, and transmit such content solely to provide and improve the Services as described in the Privacy Policy.

7.4 Feedback

If you provide feedback, suggestions, or ideas about the Services (“Feedback”), you grant us an unrestricted, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback without compensation or attribution.

7.5 Third-Party Services

The Services may integrate with or link to third-party services (AWS, Stripe, NLM, etc.). Such third-party services are subject to their own terms and privacy policies. We are not responsible for third-party services or content.

SECTION 8: PRIVACY AND DATA PROTECTION

8.1 Privacy Policy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, available at https://memcaresolutions.com/privacy and incorporated into these Terms by reference.

Key privacy highlights include:

Collection of biometric, location, and activity data, including voice data
Sharing with authorized caregivers only
Use of AWS for cloud hosting, Stripe for payment processing, NLM for medication identification, and other third-party service providers
WE DO NOT SELL YOUR PERSONAL INFORMATION
Data retention periods ranging from immediate deletion (voice recordings) to one year (activity logs).
We retain communication data (text messages, voice communications, contact logs and activity logs) for up to one year.
We retain GPS location for Users up to thirty (30) days and Safe Zone locations for the prior fifty (50) location pings (i.e., last known locations) of the User.
Data is protected using strong, industry-recognized encryption measures at rest and in transit. Questions relating to our data protection methods and policies can be directed to privacy@memcaresolutions.com.

8.2 Non-HIPAA Compliance

MemCare Solutions is not a “covered entity” or “business associate” as defined by the Health Insurance Portability and Accountability Act (HIPAA). Our Services are not HIPAA-compliant. If you require HIPAA-compliant services, please consult a qualified healthcare provider.

8.3 Data Security

While we implement industry-standard security measures (detailed in the Privacy Policy), no system is completely secure. You acknowledge that you provide information at your own risk.

8.4 Breach Notification

In the event of a data breach affecting your information, we will notify you without unreasonable delay as required by applicable law, including:

Description of the breach
Types of information involved
Steps you should take to protect yourself
What we are doing to mitigate harm
Contact information for questions

SECTION 9: DISCLAIMERS AND WARRANTIES

9.1 Services Provided “AS IS”

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE FULLEST EXTENT PERMITTED BY LAW, MEMCARE SOLUTIONS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

Warranties of merchantability, fitness for a particular purpose, and non-infringement
Warranties that the Services will be uninterrupted, timely, secure, or error-free
Warranties regarding the accuracy, reliability, or completeness of any information or content
Warranties that defects will be corrected or that the Services are free of viruses or harmful components

9.2 No Warranty

WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING:

The accuracy of any information, alerts, or recommendations
The suitability of the Services
The effectiveness of the Services
The reliability of AI-generated predictions or pattern recognition

9.3 No Guarantee of Emergency Services

MemCare may offer a feature within the Services that allows a User or caregiver to initiate a call to 911 (or another local emergency number) from within the app as a convenience only. This feature is provided solely as a courtesy and does not create any obligation for MemCare to contact, notify, dispatch, or otherwise engage emergency services on your behalf, and MemCare does not represent or warrant that any emergency call placed through the Services will be completed, answered, or result in emergency assistance. You understand that emergency services may not be available in all geographic areas or at all times, and that any 911 or emergency call functionality within the Services may be subject to device, network, connectivity, power, or third‑party service failures or limitations. You remain solely responsible for directly contacting emergency services (for example, by dialing 911 using your phone’s native dialer) in any actual or suspected emergency, and MemCare shall not be liable for any injury, death, damage, or loss arising out of or relating to your reliance on any in‑app emergency calling feature or the unavailability, failure, or non‑engagement of emergency services.

IN ANY EMERGENCY, CALL 911 IMMEDIATELY.

9.4 Third-Party Services

We are not responsible for the availability, accuracy, or reliability of third-party services (AWS, Stripe, NLM, etc.) integrated with our Services.

9.5 Jurisdictional Limitations

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the above disclaimers may be limited to the extent prohibited by law.

SECTION 10: LIMITATION OF LIABILITY

10.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, MEMCARE SOLUTIONS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

Service downtime, delays, interruptions, or unavailability
User reliance on alerts, monitoring data, or AI predictions
Technical errors, bugs, system failures, or software defects
Loss of data or content
Unauthorized access to or alteration of your information
Statements or conduct of any third party using the Services
Any indirect, incidental, consequential, special, punitive, or exemplary damages
Lost profits, lost revenue, loss of business opportunities, or loss of goodwill
Personal injury, property damage, or emotional distress arising from use of the Services
Any acts or omissions of Third-Party Contractors (including any errors, interruptions, delays, data loss, security incidents, or other harm arising out of or related to their services), except to the extent directly caused by MemCare’s own gross negligence or willful misconduct

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

If we are found liable despite the above limitations, our total liability shall not exceed the greater of:

The amount you paid to MemCare Solutions in the 12 months preceding the claim, OR
$100 (One Hundred Dollars)

10.3 Exceptions

These limitations DO NOT apply to liability that cannot be excluded under applicable law, including:

Willful misconduct or gross negligence by MemCare Solutions
Fraud or fraudulent misrepresentation
Violations of non-waivable consumer protection rights

10.4 Essential Purpose

You acknowledge that these limitations of liability are essential elements of the agreement between you and MemCare Solutions and that we would not provide the Services without these limitations.

10.5 Savings Clause

If any limitation of liability is found to be unenforceable, the remaining limitations shall remain in full force and effect to the maximum extent permitted by law.

SECTION 11: INDEMNIFICATION

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless MemCare Solutions, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or relating to:

Your use or misuse of the Services
Your violation of these Terms or any applicable law or regulation
Your violation of any rights of another person or entity
Your reliance on alerts, monitoring data, or AI-generated information
Any inaccurate or incomplete information you provide
Your failure to seek appropriate medical care or call emergency services
Service downtime or technical failures (ordinary business risks)
Any content or information you submit, post, or transmit through the Services
Your negligence or willful misconduct

11.2 Exceptions to Indemnification

You are NOT required to indemnify MemCare Solutions for claims arising from:

MemCare’s gross negligence, willful misconduct, or fraud
Security breaches resulting from MemCare’s failure to implement required security safeguards
Violations of law by MemCare Solutions

11.3 Indemnification Process

If a claim subject to indemnification is brought:

We will promptly notify you of the claim
We reserve the right to assume exclusive defense and control of any matter subject to indemnification
You will cooperate fully with our defense of such claims
You may not settle any claim without our prior written consent

SECTION 12: TERMINATION

12.1 Termination by You

You may terminate these Terms at any time by:

Canceling your subscription through your account settings on the website
Contacting customer support at support@memcaresolutions.com
Upon receiving your request to terminate your account we will delete your account and related data and information

Termination takes effect at the end of your current billing period. No refunds for early termination except as specified in Section 5.6.

12.2 Termination by MemCare Solutions

We reserve the right to suspend or terminate your account and access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

Violation of these Terms or the Acceptable Use Policy
Fraudulent, abusive, or illegal activity
Non-payment of subscription fees
Risk to the security or integrity of the Services
Request by law enforcement or government agencies
Prolonged inactivity
Discontinuation or material modification of the Services

12.3 Effects of Termination

Upon termination:

Your right to access and use the Services immediately ceases
We will delete your account and all associated data
You remain responsible for all charges incurred prior to termination
Sections of these Terms that by their nature should survive (limitations of liability, indemnification, governing law, etc.) will survive termination

12.4 Data Retention After Termination

Following account deletion, all associated data with your account is deleted and no longer available.

SECTION 13: DISPUTE RESOLUTION AND GOVERNING LAW

13.1 Governing Law

These Terms and any disputes arising out of or related to the Services shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Exclusive Venue and Jurisdiction

Any legal action or proceeding arising out of or related to these Terms or the Services must be brought exclusively in the state or federal courts located in New Castle County, Delaware.

You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to venue or claims of inconvenient forum.

13.3 Mandatory Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Except as otherwise provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved by binding arbitration rather than in court.

13.3.1 Arbitration Rules

Arbitration shall be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect. The arbitration shall take place in New Castle County, Delaware, or another mutually agreed location.

13.3.2 Exceptions to Arbitration

The following disputes are NOT subject to arbitration:

Small claims court actions (if within jurisdictional limits)
Claims for injunctive or equitable relief to protect intellectual property rights
Claims that cannot be arbitrated under applicable law

13.3.3 Arbitration Costs

Each party shall bear their own attorneys’ fees unless otherwise awarded by the arbitrator. The arbitrator may award attorneys’ fees and costs to the prevailing party as permitted by law.

13.3.4 Arbitration Award

The arbitrator’s decision shall be final and binding. Judgment on the arbitration award may be entered in any court having jurisdiction.

13.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND MEMCARE SOLUTIONS AGREE THAT DISPUTES SHALL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY.

You agree that:

You will not participate in a class action, collective action, or representative proceeding
You will not seek to represent the interests of any other person
You will not consolidate your claim with claims of others

If this class action waiver is found to be unenforceable, the entire arbitration provision (Section 13.3) shall be deemed void, and any claims shall proceed in court.

This class action waiver does NOT apply where prohibited by law or to non-waivable consumer rights.

13.5 Jury Trial Waiver

TO THE EXTENT PERMITTED BY LAW, BOTH YOU AND MEMCARE SOLUTIONS WAIVE THE RIGHT TO A JURY TRIAL.

Any disputes not subject to arbitration shall be decided by a judge sitting without a jury.

13.6 Statute of Limitations

Any claim arising out of or related to these Terms or the Services must be filed within ONE (1) YEAR after the claim arose, or it shall be permanently barred.

This limitation period applies to the fullest extent permitted by law.

SECTION 14: GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any other legal notices or agreements published by us in connection with the Services, constitute the entire agreement between you and MemCare Solutions regarding the Services.

14.2 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms or any rights hereunder without restriction. Any attempted assignment in violation of this section is void.

14.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

14.4 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of MemCare Solutions.

14.5 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including acts of God, natural disasters, terrorism, labor disputes, or government actions.

14.6 Headings

Section headings are for convenience only and do not affect the interpretation of these Terms.

SECTION 15: CONTACT INFORMATION

15.1 Customer Support

For questions about the Services, your account, or billing:

Email: support@memcaresolutions.com

15.2 All other Inquiries

For privacy or data-protection questions, reach out to us at:
Email: privacy@memcaresolutions.com

To report a potential data incident, email to:
Email: security@memcaresolutions.com

For legal requests, contact:
Email: legal@memcaresolutions.com

ACKNOWLEDGMENT

By clicking “I Agree,” creating an account, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including:

Understanding that the Services provide monitoring tools, NOT medical care
Agreement to continuous 24/7 automated monitoring and its associated risks
Understanding that Services are provided “AS IS” without warranties
Agreement to limitations of liability and indemnification obligations
Agreement to Delaware governing law, New Castle County venue, mandatory arbitration, and class action waiver
Understanding that the Services are U.S.-only and not GDPR compliant
Agreement to subscription terms, automatic renewal, and refund policy
Acknowledgment that you are at least 18 years of age
Commitment to use the Services in accordance with the Acceptable Use Policy

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

Your use of the Services constitutes acceptance of these Terms as updated from time to time.

Version: 9.0
Effective Date: December 10, 2025
Last Updated: December 10, 2025

END OF TERMS OF SERVICE