Silver House: Legal

Last Updated: Sept 1, 2024

Section 1: Terms of Service Overview

These Senior Placement Terms of Service (“Terms”) are a binding legal agreement between you and MemoryWatch that govern your use of our website, applications, and other services (collectively, the “MemoryWatch Platform”). When used in these Terms, “MemoryWatch,” “we,” “us,” or “our” refers to MemoryWatch, LLC.

The MemoryWatch Platform enables users (“Members”) to search, select, and connect with services. Members who publish and offer services are “Operators,” and Members who search for, utilize, or receive services are “Residents” or their families. Operators offer care accommodations and services (collectively, “Operator Services,” and each offering, a “Listing”). MemoryWatch is not a party to contracts between Operators and Residents but facilitates the process of booking and signing service agreements between these parties.

MemoryWatch also offers coordination support through our team of placement specialists.

To learn more about MemoryWatch’s role, see Section 15.

We maintain additional terms and policies that supplement these Terms, like our Privacy Policy, which describes our collection and use of personal data, and our Payments Terms, which govern any payment services provided to Members by the MemoryWatch payment entities (collectively “MemoryWatch Payments”).

Resident Terms

1. Searching and Booking on MemoryWatch

1.1 Searching

You can search for Operator Services, including care accommodations in assisted living facilities, by applying filters such as level of care, accommodation type (e.g., private room, shared room), and location. You can refine your search by adjusting factors like pricing, services provided (e.g., Memory Care Levels 1-4), pet policies, or dietary support.

Search results are organized based on their relevance to your preferences, such as availability, pricing, operator responsiveness, and regulatory compliance. You can also submit a list of your favorite Listings to MemoryWatch placement specialists for assistance in scheduling virtual or in-person tours.

1.2 Arranging Tours with Senior Placement Experts

MemoryWatch’s senior placement experts are here to help you find the ideal facility for your loved one. You can explore and request virtual or in-person tours for as many assisted living facilities as you like through the MemoryWatch Platform. Our experts will work closely with you and the Operators to coordinate these tours, ensuring they meet your scheduling needs and preferences.

There are no fees involved in arranging or attending tours, and you can explore multiple Listings to make sure you find the best match for your care requirements. Our goal is to provide you with a stress-free, informative experience as you navigate the decision-making process.

1.3 Booking and Contract Process

Once you have chosen the facility that best fits your needs, MemoryWatch will guide you through the contract process. Upon selecting a facility, our system will help you complete the digital e-signature process, allowing you to sign the necessary rental and care agreements with the Operator.

After both you and the Operator have signed the contract, the next step is the payment setup. A payment invoice will be sent to you, and you’ll have the option to enroll in recurring billing using ACH, credit card, or other available payment methods.

1.4 Satisfaction Guarantee and Payment Handling

MemoryWatch simplifies payments for everyone. We do not charge any fees to families, residents, patients, or Operators. Our platform is designed to streamline the process, reduce operational costs, and create a better experience for all parties involved.

Once you’ve set up your recurring payments through our secure system, MemoryWatch provides a Satisfaction Guarantee. This guarantee ensures that if any issues arise with the Operator or facility, we will assist in relocating your loved one at no additional cost. We will also help recover any prorated funds, ensuring that you do not double-pay or lose any money during a relocation. This guarantee remains in place as long as payments are processed through our platform.

Payments are securely managed through our system using Stripe, Inc. and Operators receive their payments minus only the minimal payment processing fees, and all documentation is securely stored and shared with both the resident and the Operator for easy access.

2. Cancellations, Reservation Issues, Refunds, and Booking Modifications

2.1 Cancellations and Reservation Issues

If you decide to cancel a Reservation after signing, the terms of your cancellation will be governed by the agreement made with the Operator, which includes the rental and service terms you agreed upon. Each Operator has their own cancellation policy, which will be clearly outlined during the booking process. MemoryWatch will ensure that these policies are transparent before you finalize any contracts, so you are fully informed of the terms.

However, if any major issues arise during the move-in process or after your stay begins, and they are not resolved by the Operator, MemoryWatch’s Satisfaction Guarantee may apply. This includes helping you relocate at no extra cost and assisting with prorated refunds or other compensations where necessary. Any disputes or issues should be raised with MemoryWatch so we can advocate on your behalf and ensure a fair resolution.

2.2 Refunds

If you are eligible for a refund based on the Operator’s cancellation policy or under MemoryWatch’s Satisfaction Guarantee, we will work with both parties to process the refund as quickly as possible. Refunds will be handled directly through our system and communicated clearly with all involved parties. Refund amounts will depend on factors such as your length of stay, services rendered, and any prorated charges agreed upon.

2.3 Booking Modifications

Any modifications to your booking, whether changes in room type, services, or additional care, must be agreed upon between you and the Operator. MemoryWatch is here to facilitate these changes to ensure all parties are in agreement and that updated contracts and payment adjustments are handled smoothly. If modifications result in increased fees or care costs, we will provide transparent updates to avoid surprise charges.

Residents and Operators are responsible for confirming any booking modifications and ensuring all changes are reflected accurately in the agreement. As always, we will help facilitate these changes for you and ensure all payments reflect any agreed-upon modifications.

3. Your Responsibilities and Assumption of Risk

3.1 Your Responsibilities

As a Resident, Family Member, or Authorized Agent engaging with MemoryWatch and its services, you are responsible for ensuring that all information provided during the booking, placement, and contract process is accurate and up-to-date. This includes providing accurate medical and care information, payment details, and contact information.

You are responsible for any decisions made during the selection of the assisted living facility and the services required. Our Senior Placement Experts will guide and support you throughout the process, ensuring that your choices meet the needs of your loved one. However, it is ultimately your responsibility to review all contracts, listings, and services offered by the Operator before making a final decision.

If you make modifications to the services or accommodations provided by the Operator, you are responsible for understanding how those changes may impact the overall cost and service agreement. All modifications should be communicated through MemoryWatch to ensure transparency and accurate documentation.

3.2 Your Assumption of Risk (Updated)

MemoryWatch strives to ensure all Operators meet high standards of care and compliance. However, should relocation become necessary due to care or facility concerns, MemoryWatch’s Satisfaction Guarantee ensures a smooth transition process. This allows you or your loved one to relocate without the worry of additional fees such as community fees or deposits, and with minimal disruption to your life or finances.

If relocation is required, MemoryWatch will work with the Operator to ensure any unused portion of the fees is promptly prorated. While MemoryWatch cannot directly handle the refund process, we will collaborate with the Operator to facilitate the proration of unused funds. This ensures that the refund process is swift and straightforward, relieving families of the stress of negotiating these matters themselves.

By managing all payments through MemoryWatch, families can rely on us to ensure that the financial aspects of any necessary relocation are addressed promptly and fairly, without the need for disputes or delays. Our goal is to ensure that transitions between facilities are as seamless and hassle-free as possible, both financially and operationally.

4. Operator Terms

4.1 Operating on MemoryWatch

As an Operator, MemoryWatch enables you to list your Assisted Living Facility (ALF) and associated services, such as care levels, accommodation options, and additional support. MemoryWatch provides you with a managed listing, allowing you to engage with families or prospective residents who seek senior care solutions. Your responsibility is to ensure that your facility complies with all relevant laws, regulations, and care standards, including accurate representation of services offered, pricing, and availability.

4.2 Listing and Managing Your Services

When you accept a booking, a contract is formed directly between you and the Resident. You will deliver your Operator Services as outlined in your listing and contract. MemoryWatch does not charge fees to Operators but facilitates the payment process between Residents and Operators, ensuring all funds, less payment processing fees, are delivered to you. You will be responsible for providing accurate details on your services, keeping pricing updated, and complying with MemoryWatch’s transparency and compliance requirements.

4.3 Responsibilities and Compliance

Operators must maintain compliance with all local and federal regulations, including those related to assisted living, senior care services, and health services. As a condition of using MemoryWatch, you agree to work collaboratively with the MemoryWatch team during monthly updates and evaluations, ensuring your facility listings remain accurate, and adjusting for any changes in pricing or services. Failure to comply with these updates may result in temporary suspension of your listing or removal from the platform.

5. Managing Your Listing

5.1 Creating and Managing Your Listing

Operators are responsible for ensuring the information provided to MemoryWatch regarding their facilities is accurate and up to date. This includes essential details like the types of accommodations, levels of care offered, additional services (e.g., pet policies, dietary services), and pricing. While Operators provide the necessary updates during scheduled monthly meetings, MemoryWatch will manage all physical updates to the listings to ensure consistency, compliance, and quality control. This separation ensures that listing integrity is maintained, preventing any inaccuracies from disrupting Resident experiences. Operators must report all changes during the monthly meeting, after which MemoryWatch will update the listing.

5.2 Monthly Meetings and Collaborative Care Coordination

Operators are expected to participate in monthly meetings coordinated by MemoryWatch, which will include discussions about listing updates, compliance, and collaborative care coordination. To streamline these efforts, meetings will often be scheduled back-to-back with collaborative care meetings. However, it is critical to maintain a clear separation between collaborative care coordination facilitated by MemoryWatch and the actual healthcare services provided by Silver House Healthcare LLC (“Silver House”) or other licensed healthcare providers. MemoryWatch serves as a platform to organize and streamline the collaborative care process, but any healthcare decisions are strictly the responsibility of qualified healthcare professionals.

5.3 Separation of Care and Operational Responsibility

MemoryWatch acts as a facilitator and platform, ensuring a smooth operational process for both Residents and Operators. MemoryWatch is not responsible for delivering care services; healthcare providers, such as Silver House, are solely responsible for any medical or care-related decisions. MemoryWatch’s role in collaborative care is to help organize the process, while ensuring that medical professionals handle all healthcare-related matters. Similarly, MemoryWatch facilitates the residential contracting process between the Resident and the Operator, without being a party to the contract itself. This distinction is important for maintaining transparency and compliance with applicable legal and medical regulations.

By maintaining a clear separation of responsibilities, MemoryWatch ensures that the platform focuses on organization, facilitation, and quality assurance, while Operators and healthcare providers maintain their roles in service delivery and healthcare decisions.

6. Cancellations, Reservation Issues, and Booking Modifications

6.1 Cancellations and Reservation Issues

MemoryWatch facilitates the booking process but does not charge any cancellation fees to families, patients, or Operators. If a Resident decides to cancel a Reservation, the amount refunded is determined by the Operator’s cancellation policy, which is outlined during the booking process. MemoryWatch will facilitate communication between the Resident and the Operator to ensure the cancellation process is clear and efficient.

If an Operator cancels a booking without a valid reason, MemoryWatch will work closely with the Resident to assist in finding a new accommodation. This may include relocation assistance at no additional cost to the Resident, provided all payments are processed through MemoryWatch. MemoryWatch does not currently impose penalties on Operators but expects them to honor the commitments made in the contract.

In the event of a Reservation Issue, such as a facility not meeting the advertised conditions, MemoryWatch will work with both parties to resolve the issue, with the goal of finding a solution that minimizes disruption for the Resident. Relocation assistance and proration of fees, if applicable, will be managed directly between the Operator and Resident, with MemoryWatch acting as the facilitator to ensure the process is smooth and transparent.

6.2 Booking Modifications

Residents and Operators can request modifications to their bookings through MemoryWatch, either by using the platform or by contacting customer support. Both parties are responsible for agreeing to any booking modifications and for covering any associated fees, taxes, or charges. MemoryWatch ensures that any changes to the booking are clearly communicated to all involved parties, so there is no confusion about the new terms.

7. Taxes

7.1 Operator Taxes

As an Operator using the MemoryWatch platform, you are responsible for understanding and fulfilling your obligations under applicable tax laws, which may include reporting, collecting, and remitting taxes on your services. This could involve various types of taxes such as VAT, occupancy taxes, income taxes, and others depending on the jurisdiction in which your facility operates. MemoryWatch does not charge fees to Operators for its services, so all payments and taxes are the responsibility of the Operator. Operators should ensure they comply with local, state, and federal regulations regarding taxation of services offered.

7.2 Collection and Remittance by MemoryWatch

Although MemoryWatch does not handle taxes on behalf of Operators, it facilitates the payment process through its platform. Any taxes that Operators are required to collect and remit should be clearly outlined in the booking terms. If Operators are required to collect taxes, this should be disclosed to Residents at the time of booking, ensuring full transparency. MemoryWatch’s role is limited to facilitating payments and ensuring that the process is smooth for both parties, but the responsibility for tax collection and remittance lies solely with the Operator.

7.3 Tax Information

MemoryWatch does not handle or report taxes for Operators, but Operators may need to submit tax information to relevant authorities based on local tax laws. If tax documentation is required from Operators (for example, W-9 forms in the U.S.), it is the Operator’s responsibility to ensure proper submission to tax authorities. MemoryWatch may request tax-related documentation from Operators to ensure compliance with payment regulations, but it will not assume responsibility for Operators’ tax obligations. Operators should consult their own tax advisors for specific advice related to their circumstances.

Section 8: Review and Scoring System

8.1 Scoring Overview

The MemoryWatch review system is a comprehensive scoring mechanism designed to provide a clear and fair assessment of each operator’s performance, ensuring transparency and consistency in care quality across the board.

Operators start with a provisional Top-Tier Score of 100/100 until the first 100 reviews are collected. This ensures that operators begin from a point of strength, providing them with the time and support needed to establish their operational footing.

Once the initial 100 reviews have been collected, an official score is calculated and updated monthly based on the most recent 100 reviews. This continuous review process allows for real-time monitoring of performance and quick identification of trends, enabling proactive interventions when necessary.

8.2 Why This Method Works

The decision to start with 100/100 gives operators the benefit of the doubt and a chance to prove their ability to maintain high-quality standards. This encourages operators to engage with MemoryWatch’s support systems and maintain top-tier status, while allowing for minor errors or negative feedback to be balanced out over time. The use of the 100 most recent reviews ensures that any short-term anomalies—such as a single negative review or an emotionally charged response—do not unfairly damage the overall score.

Due to the low turnover in assisted living facilities (ALFs), we have structured our review model to conduct regular, monthly reviews of the same residents, families, and operators. This approach gives us a real-time snapshot of their quality of life and care, allowing us to spot trends earlier.

Since ALFs are not regularly onboarding a large number of new residents, this system ensures that ongoing issues are tracked and resolved quickly, giving us more accurate data on long-term performance. Over time, this provides the most reliable and consistent insights into the operator’s ability to maintain standards across all levels of care and support.

8.3 Continuous Improvement and Support

Operators whose scores fall below 90/100 will be immediately notified and provided with a detailed analysis of their performance across the five key areas. MemoryWatch will collaborate with the operator to develop a customized improvement plan, ensuring that issues are corrected as quickly as possible.

Regular monthly reviews allow operators to recover their score by addressing issues raised and working towards improvement in a short period. The goal is not only to identify and correct problems but to prevent further declines by offering structured support and guidance.

The continuous review system also enables early intervention when negative trends are identified, reducing the risk of long-term reputational damage and ensuring that residents and families are consistently receiving top-quality care.

8.4 Monthly Review Process

• Resident Feedback: Collected during routine CogStim sessions, providing direct insights into the resident’s quality of life and care.
• Family Feedback: Sent monthly via email to families, allowing them to provide input on their satisfaction with the operator’s services.
• Staff Feedback: Anonymous feedback is gathered to evaluate operational aspects, communication, and team support systems, without exposing individual staff to potential retaliation.
• Regulatory Updates: Automatically pulled from government databases to ensure ongoing compliance with all regulations and licenses.

8.5 Breakdown of Scoring Categories

Here is how the 100-point scale is distributed across the five categories that contribute to an operator’s overall score:

a. Measurement Criteria for Quality of Life (QoL):

i. Resident Observations (10 points): This considers observations from our cognitive stimulation (CogStim) providers who interact with residents regularly. They assess engagement, mood stability, and behavioral responses, particularly for residents who are non-verbal or have limited ability to communicate directly.

ii. Direct Feedback (5 points): When possible, direct questions to residents help gauge satisfaction with daily activities, social interactions, and overall comfort in their environment. Non-verbal cues are also noted during these interactions.

iii. Family and Staff Input (5 points): Family members and facility staff offer insights on residents’ demeanor, participation in activities, and social engagement levels, allowing us to cross-reference perspectives for a more complete picture.

b. Measurement Criteria for Family Satisfaction:

i. Communication and Transparency (10 points): Assesses the facility’s proactive communication with families about resident care, any changes, and daily life at the facility.

ii. Confidence in Care (5 points): Rates how comfortable and reassured families feel with the support provided to their loved one, even if they’re not frequently involved in daily care.

iii. Continuous Feedback (5 points): Family input is collected monthly, although participation is voluntary. When families are not consistently involved, we retain previous scores while encouraging new feedback, ensuring advocacy remains strong for each resident.

Our Commitment: We actively seek family insights to improve care, recognizing that ongoing involvement may not always be feasible. Our dedication is unwavering; we advocate diligently for each resident’s well-being, even if families are limited in their engagement.

c. Measurement Criteria for Daily Living Support (DLS):

i. CogStim Observations (10 points): Weekly on-site observations by CogStim providers offer insights into resident engagement, medication adherence, and behavior, allowing for real-time assessment of the ALF’s attentiveness to individual needs.

ii. Collaborative Care Feedback (10 points): Monthly collaborative meetings with ALF staff review adherence to medication, cognitive and behavioral responses, and overall resident support, providing a reliable snapshot of the ALF’s responsiveness and quality of care over time.

d. Measurement Criteria for Workplace Quality:

i. Staff Turnover Rate (10 points): Lower turnover rates indicate a stable work environment. This score considers the consistency of ALF staff, as high turnover may disrupt resident care continuity.

ii. Training Completion & Development (5 points): Measures the ALF’s commitment to ongoing staff training and development, reflecting their dedication to skill enhancement and effective resident support.

iii. Stress & Well-being (5 points): Assessed via anonymous feedback from staff, focusing on workplace morale, operational stress levels, and the quality of support provided by the ALF to its team members.

e. Measurement Criteria for Regulatory Compliance:

i. Participation in Collaborative Meetings (10 points): Facilities are evaluated based on consistent attendance and active engagement in monthly collaborative care meetings. This demonstrates accountability and a commitment to regulatory standards and proactive care management.

ii. State Inspection Status and Violations (5 points): Points are awarded based on recent state inspection reports. Facilities with a clean record of care and operational compliance receive full points, while those with care or operational violations may face deductions.

iii. Incident Reporting Protocols (5 points): Facilities are reviewed for adherence to required incident reporting protocols, with points awarded for timely and transparent handling of any reported incidents.

8.6 Correction and Improvement Interventions

Operators whose scores fall below 90/100 will enter a structured improvement plan in collaboration with MemoryWatch. The plan will outline clear, actionable steps for improvement, focusing on the areas identified during the monthly reviews. The operator’s performance will be closely monitored, and improvements will be tracked to ensure that progress is made swiftly.

The goal is to help operators maintain high standards, provide consistent care, and minimize disruptions to the resident’s well-being.

8. Content

Parts of the MemoryWatch platform allow families, residents, operators, and care providers to share feedback, reviews, and content such as text, photos, and other information related to their experience. By submitting content on the MemoryWatch platform, you grant us a non-exclusive, worldwide, royalty-free, perpetual license to use, modify, display, and distribute this content to promote and enhance the MemoryWatch community.

MemoryWatch respects user privacy and adheres to strict privacy guidelines to ensure that any personal information shared in content complies with applicable data protection laws. Content that includes sensitive personal information will only be used for these purposes if it complies with our Privacy Policy, which governs the collection, use, and protection of personal information.

HIPAA Compliance

MemoryWatch™ and all affiliated entities are subject to the Health Insurance Portability and Accountability Act (HIPAA). MemoryWatch maintains a comprehensive HIPAA & Privacy Practices policy that outlines the use and protection of protected health information (PHI) within the Network. By using the MemoryWatch platform or any related services, all parties acknowledge and agree to comply with the privacy obligations detailed in the HIPAA & Privacy Practices policy.

Non-Discrimination

MemoryWatch is committed to fostering a safe and inclusive environment. We enforce a Non-Discrimination Policy that prohibits content containing discriminatory language or behavior based on race, gender, religion, disability, sexual orientation, or any other protected characteristic. All members of the community must adhere to these standards. Violations of this policy may result in the removal of content, suspension of accounts, or other necessary actions.

Content Ownership

As the owner of any content you provide, you retain all intellectual property rights. However, by sharing it on the MemoryWatch platform, you grant us the right to use it across our platform and marketing materials. You agree not to post content that infringes upon the rights of others or violates any laws or regulations.

Reporting and Enforcement

If you encounter content that is harmful, offensive, in violation of HIPAA, or otherwise breaches these guidelines, you may report it to MemoryWatch for review. We will promptly investigate and, if necessary, remove or modify the content to maintain compliance with our standards.

10. Fees

10.1 Elimination of Referral Commissions and Placement Fees

MemoryWatch is committed to providing a no-fee platform for operators, families, patients, and residents. One of the primary reasons for implementing this fee-free system is to eliminate referral commissions or placement fees, which have historically caused budget deficits for operators. In many cases, referral commissions can reach 120% to 200% of the first month’s rent, placing an unnecessary burden on operators. These financial strains often impact the quality of life (QoL), quality of care (QoC), and even lifespan of residents, as operators struggle to meet operational needs under these budget restrictions.

MemoryWatch’s goal is to fix this broken system by eliminating referral commissions entirely, ensuring that operators are able to provide the full range of care and services necessary without financial strain. This, in turn, benefits residents by allowing for higher quality services, improved outcomes, and longer lifespans. Additionally, providers who refer patients to facilities through the MemoryWatch platform can do so confidently, knowing that the operators they work with are not constrained by referral fees and are able to operate at full budget capacity, ensuring residents receive the care they deserve.

10.2 No Fees Charged to Families, Residents, or Operators

MemoryWatch does not charge any service fees to families, patients, residents, or operators for its core services, including referral placements, coordination, or contract facilitation. This applies to every phase of the resident’s journey—from touring homes to signing contracts, facilitating payments, or handling relocations.

10.3 Payment Processing Fees

While MemoryWatch does not charge fees directly, payment processing fees (e.g., credit card or ACH transfer fees) associated with any transactions on the platform will be passed on to the operators. These fees are determined by third-party payment processors, and MemoryWatch will communicate these fees transparently in a separate Payment Schedule section to be detailed later in these Terms.

MemoryWatch will select and manage the financial service provider, streamlining payments and providing multiple options for residents and operators to choose from.

10.4 Purpose of Payment Processing Integration

The integration of MemoryWatch’s payment processing services allows us to support our Satisfaction Guarantee for residents and families. As long as payments are processed through MemoryWatch’s system, we offer relocation assistance at no extra cost to the resident, including the proration of fees and the avoidance of duplicate payments or lost deposits. This ensures families can relocate smoothly without disruption to their finances or their loved one’s care, and operators are incentivized to offer better services without being burdened by additional referral costs.

11. Rules

As a platform that facilitates comprehensive care coordination, MemoryWatch expects all members to act with integrity and professionalism. The following rules apply to all members, including families, residents, operators, and providers using the platform.

11.1 Respect and Integrity

All members must act with respect, honesty, and consideration. MemoryWatch fosters a collaborative environment, and we expect everyone to:

• Be truthful: Avoid any misrepresentation of information about yourself, the facility, or the services being offered.
• Communicate respectfully: Treat all members, including residents, families, operators, and healthcare providers, with politeness and courtesy in all interactions.
• Follow through: Be punctual and dependable when committing to tours, meetings, or any care-related services.
• No evasion: Do not attempt to bypass or manipulate any of MemoryWatch’s rules, policies, or standards, such as by creating multiple accounts or circumventing the payment system.

11.2 HIPAA Compliance and Privacy Protection

MemoryWatch operates under strict compliance with the Health Insurance Portability and Accountability Act (HIPAA). All members must follow these rules:

• Protect privacy: Do not disclose or share any personal health information without explicit consent.
• Confidentiality: All medical and personal data collected or shared on the platform must be handled with confidentiality and in compliance with HIPAA regulations.
• Information use: Any personal data shared on the platform should be used solely for the purposes intended, such as facilitating care or processing payments, and not for any unauthorized activities.

11.3 Prohibited Activities

In order to maintain the integrity of our platform and the trust of all members, the following activities are strictly prohibited:

• No unauthorized third-party engagements: Members may not solicit or engage residents, operators, or other members outside of the MemoryWatch platform, bypassing the coordination and payment systems that enable MemoryWatch’s guarantees.
• No discrimination: MemoryWatch is an inclusive platform. Discrimination or harassment of any kind, including but not limited to, based on race, gender, age, religion, or disability, is strictly prohibited.
• No harmful behavior: Abusive, deceptive, fraudulent, or violent behaviors are not tolerated. This includes actions that jeopardize the safety or well-being of residents, families, or operators.

11.4 Platform Use and Content

All content shared on the MemoryWatch platform should comply with our standards and respect the rights of other members:

• Accurate content: Members are responsible for ensuring that any content they post or share (such as facility listings, reviews, or comments) is accurate and not misleading.
• Legal use: All members must use the platform and services in compliance with applicable laws and regulations, including but not limited to, data protection laws.
• Non-commercial use: Members may not use the platform to promote services or products outside of what is allowed within MemoryWatch’s scope of services, and no unsolicited commercial messages may be sent to other members.

11.5 Reporting Violations

If you believe that another member has violated any of these rules or engaged in inappropriate behavior, you can report the issue to MemoryWatch. We will review all reports and, where necessary, take appropriate action, which may include limiting access, suspending accounts, or terminating services.

11.6 Consequences for Rule Violations

Violation of these rules may result in immediate suspension, limitation of platform access, or termination of services. MemoryWatch reserves the right to act swiftly and with discretion to protect the safety, security, and well-being of all members. Depending on the severity of the violation, legal action may also be pursued.

12. Termination, Suspension, and Account Deactivation

12.1 Termination by MemoryWatch

MemoryWatch reserves the right to terminate or suspend access to the platform at any time, with or without notice, if:

• You violate any of our rules, policies, or terms outlined in this agreement.
• You fail to fulfill obligations related to care coordination, payment processes, or contractual agreements.
• We determine, at our sole discretion, that your actions present a risk or harm to other members, residents, operators, or MemoryWatch itself.

In such cases, MemoryWatch may:

• Immediately suspend your access: You will lose access to the platform and any services provided by MemoryWatch or its partners.
• Cancel your contracts: All existing contracts facilitated through MemoryWatch may be terminated.
• Revoke platform services: You may be barred from using the platform in the future.
• Remove your certification from the Referral Network: If you are an operator, MemoryWatch may revoke your certification within the MemoryWatch Referral Network.

12.2 Termination by Member

Operators, families, and other members are free to terminate their involvement with MemoryWatch by:

• Sending written notice: You may notify MemoryWatch at any time of your intent to discontinue services, provided that all outstanding payments and obligations have been fulfilled.
• Contract obligations: Terminating your relationship with MemoryWatch does not absolve you of existing contracts or agreements facilitated through the platform. You will still be bound by any ongoing agreements between the operator, resident, or healthcare provider, as applicable.
• No penalties: MemoryWatch does not charge any termination fees for discontinuing services, although operators may have their own stipulations in their contracts.
• Referral Network Removal: Upon termination, an operator’s certification within the MemoryWatch Referral Network will be revoked, but care for current residents will remain in place as per the collaborative care agreement.

12.3 Suspension of Accounts

In cases of minor rule violations or issues, MemoryWatch may choose to temporarily suspend your account, providing an opportunity to rectify the problem. Common reasons for suspension include:

• Payment issues: Failure to process payments through the MemoryWatch system.
• Non-compliance: Failure to adhere to regulatory requirements or documentation standards.
• Quality of service concerns: Evidence of poor service or neglect, particularly regarding the care of residents or management of facilities.

If your account is suspended, MemoryWatch will notify you of the reason and provide steps to reinstate your account.

12.4 Reinstatement

To reinstate a suspended account, members must comply with all instructions from MemoryWatch, including:

• Resolving any payment issues or contract disputes.
• Demonstrating adherence to MemoryWatch’s standards and policies.
• Completing any additional compliance training or corrective actions required.

Upon successful resolution of the issues, MemoryWatch will reinstate access and remove any restrictions on the account.

12.5 Data Retention After Termination or Suspension

Upon termination or suspension:

• Data Access: You may lose access to data associated with your MemoryWatch account, including contracts, records, and communications.
• Data Retention: MemoryWatch will retain your data for as long as necessary to comply with legal obligations, resolve disputes, and enforce our agreements. We may also continue to store certain data related to your past services, interactions, or reviews for future reference.
• Privacy Policy: Any data retained will continue to be handled in accordance with our privacy policy, which ensures that personal health and financial data is protected and not disclosed without consent.

12.6 Termination and Removal from MemoryWatch Referral Network

1. Termination by MemoryWatch or Operator
   • MemoryWatch, Silver House, or the Operator may terminate their relationship for any reason by providing ninety (90) days’ written notice. However, termination by the Operator does not prevent a resident from continuing to receive care under the collaborative care agreement.
   • Residents currently enrolled in the MemoryWatch or Silver House programs retain their right to continued care regardless of the Operator’s termination. The Operator is required to cooperate in facilitating this ongoing care.
2. Removal from Referral Network
   • Upon termination, the Operator’s certification in the MemoryWatch Referral Network will be revoked. This removal will be communicated to residents, but residents may still opt to continue receiving collaborative care services through Silver House and other providers.
   • The Operator must notify residents of this change and confirm that their care services, through Silver House, remain available to them.

12.7 Appeals and Disputes

If you believe that your account was wrongfully terminated or suspended, you have the right to appeal the decision by:

• Submitting an appeal: Send a written appeal to MemoryWatch, outlining the reasons for disputing the termination or suspension.
• Review process: MemoryWatch will review your appeal within a reasonable time frame and notify you of the outcome. Decisions on appeals are final and binding.

12.8 Legal Mandates

This Agreement is subject to any mandatory consumer protection laws or regulations that apply to the parties. In the event any provision of this Agreement conflicts with such laws or regulations, the applicable legal mandate will govern, and the affected provision will be deemed modified to the extent necessary to comply with the legal requirements.

12.9 Effect of Termination

Upon termination of this Agreement, whether by MemoryWatch or by the member, the following will occur:

• Access Termination: You will lose access to your MemoryWatch account and all associated services.
• Outstanding Payments: Any outstanding payment obligations will still be due and payable.
• Service Continuation: In some cases, ongoing services for patients or residents under existing contracts will continue until completion, or as otherwise required by law, even after your account is terminated.

12.10 Survival of Terms

The provisions of this Agreement that are intended to survive termination by their nature, including but not limited to:

• Data Retention and Use
• Payment Obligations
• Dispute Resolution
• Privacy Protections will continue in full force and effect following the termination or expiration of this Agreement.

13. Resolving Complaints and Damage Claims

13.1 General Overview MemoryWatch is committed to ensuring that all users of our platform, including residents, families, and operators, experience the highest levels of transparency and satisfaction. In the event of a complaint, issue, or damage claim, MemoryWatch provides a structured process to resolve such matters fairly and efficiently.

13.2 Complaints Process

13.2.1 Filing a Complaint If any party (resident, family, or operator) has a complaint regarding services, contract terms, or facility conditions, they are encouraged to report the issue through the MemoryWatch platform. Complaints can relate to but are not limited to:

• Quality of care or living conditions
• Operator performance or staff behavior
• Facility cleanliness or safety concerns
• Billing discrepancies or payment issues
• Unmet expectations based on the initial agreement

13.2.2 Response Time

• MemoryWatch will acknowledge receipt of a complaint within 2 business days and will investigate the issue internally or with the appropriate operator or healthcare provider.
• Resolution efforts will begin within 7 business days of the complaint being filed. MemoryWatch strives to resolve all complaints within 30 business days, depending on the complexity of the issue.

13.2.3 Collaborative Resolution MemoryWatch facilitates communication between the involved parties (resident, family, operator, or healthcare provider) to reach a mutually agreeable resolution. The primary goal is to ensure residents and families feel secure in their care environments while maintaining trust in the operators.

13.3 Damage Claims Process

13.3.1 Filing a Damage Claim If any resident, family member, or operator reports damage to personal property or the facility, they may file a damage claim through the MemoryWatch platform. This process will involve:

• Submission of evidence (photos, videos, or statements) to support the claim.
• Details about the incident, including date, time, and location within the facility.

13.3.2 Review and Assessment

• MemoryWatch will review the claim in coordination with the involved parties.
• If applicable, the operator is required to provide additional information regarding the incident, including staff reports and any facility records related to the claim.

13.3.3 Resolution Process

• MemoryWatch will work with the involved operator and resident to either repair or compensate for any damages based on the contractual agreements between the resident and operator.
• Operators are responsible for damages that occur within their premises, according to the terms outlined in their service agreements with the residents.

13.4 Escalation Protocol

If the parties involved cannot reach an agreeable resolution, MemoryWatch offers a formal escalation process:

• A third-party arbitrator may be introduced, at the mutual agreement of all parties, to mediate and assist in resolving the issue.
• The cost of arbitration will be covered by MemoryWatch only in cases where MemoryWatch services or platform errors are found to be the root cause of the issue.

13.5 Guarantees and Support

In addition to the complaint resolution process, MemoryWatch guarantees the following:

• Relocation Guarantee: Should a resident or family decide to relocate due to unresolved complaints about quality of life or care, MemoryWatch will facilitate the relocation at no additional cost to the resident or family, and assist with recovering any prorated funds from the current operator.
• No-Retaliation Policy: MemoryWatch prohibits retaliation against any resident, family member, or staff who files a complaint. Any such behavior by operators or their staff will be grounds for contract reevaluation and potential removal from the MemoryWatch platform.

14. Modifications to the Agreement

14.1 Right to Modify MemoryWatch reserves the right to modify or update this Agreement at any time. Any modifications will be posted on the MemoryWatch platform, and the changes will become effective upon posting. Operators, residents, and all users will be notified of these changes through a platform announcement or email notification.

14.2 Acceptance of Modifications Continued use of the MemoryWatch platform following the posting of modifications signifies your acceptance of the revised terms. If you disagree with the changes, you have the right to terminate your relationship with MemoryWatch in accordance with the termination provisions outlined in Section 12.

14.3 Notification Process In the event of significant changes that affect the nature of the service or legal obligations:

• MemoryWatch will provide at least 30 days’ notice before implementing the changes, giving all parties ample time to review and consider them.
• Members are encouraged to regularly review the terms and stay informed about updates to ensure continued compliance with MemoryWatch policies.

15. Roles and Responsibilities of the Parties

15.1 MemoryWatch Role MemoryWatch serves as the facilitator and platform provider for services related to residential care, cognitive health programs, and contract management. The platform streamlines the process of managing residential contracts, coordinating care services, and ensuring quality standards are met across the network. However:

• MemoryWatch does not provide direct care: Healthcare services, caregiving, and daily living support are the responsibility of third-party healthcare providers or operators contracted by residents and families.
• MemoryWatch does not act as a legal party in any healthcare or residential contracts between operators and residents, but facilitates and ensures processes run smoothly for all parties.

15.2 Operator Role Operators are responsible for:

• Providing daily living support and maintaining compliance with state and federal regulations.
• Ensuring proper communication with MemoryWatch and families, particularly during care planning meetings and contract updates.
• Adhering to operational excellence standards set by MemoryWatch, which includes participation in collaborative care efforts with third-party providers.

15.3 Resident and Family Role Residents and their families are responsible for:

• Providing accurate health and personal information for care coordination.
• Adhering to contract terms signed between themselves and operators, including payment schedules, care agreements, and any changes made during the course of residency.
• Participating in monthly reviews when prompted by MemoryWatch as part of maintaining quality standards.

15.4 Healthcare Provider Role Third-party healthcare providers, such as Silver House, are responsible for:

• Providing medical services that align with care contracts signed by the resident and operator.
• Documenting and sharing health updates with the MemoryWatch platform to ensure continuity of care across all stakeholders.
• Maintaining regulatory compliance and adhering to all HIPAA privacy standards when handling patient information.

16. Member Accounts

You must register an account to access and use many features of the MemoryWatch Platform. Registration is only permitted for legal entities, partnerships, and natural persons who are 18 years or older. By registering an account, you represent and warrant that you are not prohibited from using the MemoryWatch Platform under applicable laws, whether from the United States or any other jurisdiction.

You must provide accurate, current, and complete information during registration and maintain up-to-date account information at all times.

You are not permitted to transfer or share your account with others.

Security of Your Account:

You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose them to any third party. If you suspect that your credentials have been lost, stolen, or compromised in any way, you must immediately notify MemoryWatch. You are responsible for all activities conducted through your account.

Verification:

As permitted by applicable law, MemoryWatch may (but is not obligated to) require identification verification at registration or any other point. This can include but is not limited to: requesting identification documents, screening you against third-party databases, or obtaining reports from public records of criminal convictions or other legal information.

MemoryWatch reserves the right to suspend or terminate your account based on these verifications, or if there are concerns regarding the security of your account, compliance with these terms, or applicable law.

17. Family and Resident Specific Disclaimers

17.1. No Guarantees of Operator Performance

MemoryWatch facilitates the connection between families/residents and assisted living operators but does not guarantee the performance or quality of care provided by operators. MemoryWatch is not responsible for ensuring that the operators fulfill their obligations as outlined in their contracts with the residents or families. Families and residents are responsible for reviewing operator contracts and confirming that the services and care offered meet their needs and expectations.

17.2. Financial Responsibility of Residents and Families

MemoryWatch acts only as a facilitator of the contract and payment process between residents and operators. MemoryWatch does not provide or manage care, or housing services and has no financial obligation to residents or families. Residents and families are solely responsible for ensuring they understand and meet all financial obligations to the operators, including rent, care fees, and any other charges agreed upon in the operator’s contract. MemoryWatch disclaims all liability in disputes over payment or billing between residents, families, and operators.

17.3. Care Coordination Disclaimer

MemoryWatch may assist with care coordination but does not provide healthcare or medical advice. All healthcare services, medical advice, or decisions regarding care are solely managed by licensed healthcare providers (including Silver House or other independent entities). MemoryWatch cannot be held liable for any healthcare-related outcomes or decisions. Families and residents must communicate directly with their healthcare providers regarding any concerns, treatments, or medical questions.

17.4. No Guarantee of Resident Ability to Remain in Facility

MemoryWatch makes no guarantees that a resident will continue to meet the financial or care requirements to remain in an assisted living facility. MemoryWatch is not responsible for relocation or assistance in finding alternative housing if a resident can no longer afford care or meet an operator’s criteria. Any assistance MemoryWatch provides in relocation is purely voluntary and not legally binding.

17.5. Prorated Refunds and Relocation Assistance

While MemoryWatch may assist in coordinating relocations and ensuring any unused funds are prorated, MemoryWatch does not guarantee any refunds or financial returns for services already rendered. All prorated refunds are at the discretion of the operator, and any disputes should be handled directly between the resident/family and the operator. MemoryWatch’s role is only to facilitate the process and encourage a smooth transition.

17.6. No Warranties on Listings and Operator Information

MemoryWatch strives to maintain accurate and up-to-date listings of assisted living facilities and operators, but makes no warranties, express or implied, regarding the accuracy, completeness, or reliability of any information provided on the platform. Families and residents are encouraged to conduct their own due diligence before committing to any assisted living facility. MemoryWatch disclaims any liability for decisions made based on the information provided on the platform.

17.7. Disclaimers Regarding Reviews and Scoring System

The MemoryWatch scoring system is based on feedback from families, residents, healthcare providers, and operational audits. These scores are provided for informational purposes only and should not be interpreted as guarantees of future performance. MemoryWatch disclaims any liability for the scores provided or any decisions made based on them. MemoryWatch is not responsible for any discrepancies or disputes regarding review scores.

17.8. Resident Satisfaction Guarantee Disclaimer

MemoryWatch offers a satisfaction guarantee for residents that process their payments through the MemoryWatch platform. This guarantee includes assistance with relocating residents, ensuring prorated refunds for unused services, and ensuring the operator fulfills their obligations. However, MemoryWatch is not liable for any disputes or losses arising from an operator’s failure to meet these obligations. The guarantee is limited to facilitation and support in recovering funds and does not imply any financial obligation on MemoryWatch’s part.

17.9. Privacy and HIPAA Compliance Disclaimer

MemoryWatch adheres to all applicable privacy regulations, including HIPAA, to protect the personal and medical information of residents. MemoryWatch, however, cannot be held responsible for breaches of privacy or data security that occur on the part of operators or third-party service providers. MemoryWatch takes reasonable measures to ensure compliance with data protection laws but disclaims liability for unauthorized access to data, accidental disclosure, or other privacy breaches beyond its control.

17.10. Limitation of Liability

To the maximum extent permitted by law, MemoryWatch disclaims liability for any direct, indirect, incidental, or consequential damages that may arise from the use of its platform or services. MemoryWatch’s total liability to any family or resident will not exceed the total amount paid to MemoryWatch by the family or resident in the 12 months preceding the claim.

17.11. Independent Contractors Disclaimer

Families and residents acknowledge that operators and healthcare providers facilitated through the MemoryWatch platform are independent contractors. MemoryWatch is not responsible for the actions, omissions, or negligence of these independent contractors. Any legal or financial claims regarding care, housing, or healthcare must be pursued directly with the responsible party.

17.12. Levels of Care Costs and Re-evaluations

Operators may periodically review and re-assess residents’ care needs, typically at intervals such as 3, 6, or 12 months. Based on these re-evaluations, the cost of care may be adjusted to reflect the level of care required. Operators will generally provide at least 30 days’ notice for any changes to the cost of care, allowing families and residents to either accept the new terms or explore relocation options. However, in cases where a resident’s health declines rapidly and additional care is needed on short notice, operators may need to bypass the usual notification period to ensure immediate safety and well-being. In such urgent situations, operators may offer a short period of additional care at no extra charge before requiring payment for the increased care level or facilitating relocation. The specifics of this process, including any grace periods or pricing adjustments, are at the operator’s discretion.

MemoryWatch facilitates the execution of revised agreements after both parties agree upon the new care terms and pricing adjustments, streamlining the process for all involved. This ensures that any changes are documented and signed, maintaining clarity and transparency for residents, families, and operators alike.

18. Operator-Specific Disclaimers

18.1 No Liability for Residents’ Ability to Pay

MemoryWatch does not assume any responsibility for a resident’s ability to pay, nor can it guarantee that payments will always be made on time. Operators are responsible for ensuring that they assess the financial capabilities of their residents. MemoryWatch acts solely as a facilitator for the initial payment setup and processing and cannot be held accountable for any financial disputes between operators and residents.

18.2 No Liability for Referral Outcomes

While MemoryWatch facilitates the referral process, we do not guarantee the outcomes of these referrals. Operators should conduct their own assessments to ensure that referred residents meet their specific requirements. MemoryWatch is not responsible for any disputes arising from resident placements, nor can it be held accountable for any disagreements related to a resident’s suitability for a facility.

18.3 Financial Risk from Contract Termination

Operators are solely responsible for understanding the financial risks associated with contract terminations. While MemoryWatch facilitates the signing of agreements, any financial implications from early termination, relocation, or care modifications fall under the purview of the operator and the resident or family involved.

18.4 No Liability for Healthcare Outcomes

MemoryWatch does not participate in the provision of healthcare services and is not responsible for the medical outcomes of any resident. Operators must ensure that they comply with relevant healthcare regulations and provide appropriate care to residents. Any disputes related to healthcare services should be resolved between the operator and the relevant healthcare providers or agencies. MemoryWatch is not liable for medical outcomes or healthcare decisions made by third-party providers or operators.

18.5 Disputes Regarding Changes in Level of Care

Operators may modify the level of care provided to residents based on periodic assessments. While MemoryWatch facilitates the agreement between operators and residents, we do not intervene in disputes related to the increased cost of care or care-related decisions. Operators are responsible for clearly communicating any changes in care needs and associated costs to residents and their families.

18.6 No Liability for Regulatory Compliance

Operators are fully responsible for complying with all relevant laws, regulations, and government guidelines, including but not limited to health and safety regulations, resident care standards, and financial practices. MemoryWatch does not assume liability for any failure on the part of the operator to meet regulatory compliance. Operators should be aware of their legal obligations and ensure they remain in compliance at all times.

18.7 No Guarantees on Facility Performance

MemoryWatch provides a review and scoring system for operators based on various metrics. This system is designed to help potential residents make informed decisions. However, MemoryWatch does not guarantee the accuracy, reliability, or completeness of these reviews, nor can it be held responsible for any negative consequences resulting from operator performance, whether reflected in the reviews or not. Operators are responsible for maintaining their own standards of care and service.

18.8 No Liability for Defamation or Disparagement

Operators may not hold MemoryWatch liable for any alleged defamation, disparagement, or negative reviews posted by residents, families, or other third parties. Our scoring and review system is designed to provide honest, transparent feedback for potential residents. While we aim to provide an accurate portrayal of an operator’s performance, we cannot guarantee that all reviews will be favorable or free from bias.

18.9 Role of MemoryWatch in Dispute Resolution

MemoryWatch’s role is strictly as a facilitator of contracts and agreements between residents and operators. In the event of a dispute between these parties, MemoryWatch will not serve as an arbitrator or mediator. Operators are encouraged to resolve disputes through their own legal and financial channels. MemoryWatch does not assume responsibility for resolving disputes or ensuring the enforcement of any agreement terms.

18.10 Indemnification Clause

Operators agree to indemnify and hold MemoryWatch harmless from any claims, losses, or damages resulting from their own actions or failure to meet legal, regulatory, or financial obligations. This includes any claims made by residents, families, or third parties related to care services, financial arrangements, or regulatory compliance.

18.11 No Liability for Payment Processing Fees

MemoryWatch is not responsible for any payment processing fees, chargebacks, fee increases, or other financial charges imposed by third-party payment processors. Operators are responsible for all fees associated with the processing of payments through platforms such as credit card or ACH systems. Any changes in fees, disputes, or chargebacks arising from payment processing are between the operator and the payment processor, and MemoryWatch cannot be held liable for any losses, disruptions, or additional costs incurred as a result of these charges.

19. Healthcare Provider Disclaimer

19.1 Facilitation Role Only

MemoryWatch facilitates the connection between operators, healthcare providers, residents, and their families. Healthcare providers render services independently, and MemoryWatch is not responsible for the clinical care provided or any outcomes resulting from these services. Providers are solely responsible for their medical decisions, interventions, and treatment outcomes. MemoryWatch does not assume any liability for healthcare services provided by third-party professionals.

19.2 No Control Over Care Decisions

MemoryWatch does not control, influence, or manage the medical care, treatment decisions, or outcomes provided by healthcare professionals. All healthcare-related decisions are made solely between the provider, the resident, and the operator (if applicable). MemoryWatch’s platform is designed to streamline coordination and communication but does not take part in the delivery or supervision of care.

19.3 Levels of Care & Scope Adjustments

Healthcare providers and operators retain the right to evaluate and adjust the level of care required by residents on a regular basis (e.g., 3, 6, or 12 months). Providers are responsible for notifying the resident and operator of any increase in care requirements that may necessitate additional payments. Residents must comply with new terms or may choose to relocate. In urgent situations where residents’ care needs increase rapidly, operators may circumvent notification periods to ensure proper care is provided but must adhere to any free care day agreements before requiring payment or removal of the resident. MemoryWatch facilitates the revised agreement terms but is not responsible for the enforcement of these care adjustments.

19.4 No Guarantees Regarding Health Outcomes

MemoryWatch cannot guarantee any particular healthcare outcome, improvement, or stabilization in a resident’s health based on the coordination or services provided by any healthcare provider listed within our platform. Healthcare providers are responsible for ensuring proper diagnosis, treatment, and follow-up care for residents, and MemoryWatch holds no liability for any claims or concerns related to medical malpractice or negligence.

19.5 No Liability for Operator-Provider Conflicts or Legal Claims

In the event of disputes between healthcare providers and operators, residents, or families, including but not limited to legal claims such as wrongful death, negligence, or malpractice, MemoryWatch is not liable. All legal obligations and potential claims that arise as a result of healthcare services are the responsibility of the provider. Providers are advised to maintain the appropriate level of professional liability insurance to cover any potential claims. MemoryWatch’s involvement in these relationships is solely as a platform facilitator, and the responsibility for care rests entirely with the healthcare provider and the operator.

19.6 Medical Liability & Scope

MemoryWatch does not assume any medical liability related to the level of care or scope of treatment provided. Any treatment decisions, including changes to the level of care, fall under the healthcare provider’s professional judgment and the operator’s policies. Providers are expected to work within their scope of practice and follow all legal and regulatory standards. MemoryWatch disclaims any responsibility for misunderstandings or conflicts arising from changes in care levels, emergency care requirements, or immediate adjustments due to resident health declines.

19.7 Third-Party Provider Independence

Healthcare providers operate as independent entities and are not employees, agents, or affiliates of MemoryWatch. Any contractual agreements or working relationships between providers and operators or residents are made independently of MemoryWatch. Any disputes or legal actions must be resolved between the parties involved, without implicating MemoryWatch in the matter.

19.8 No Liability for Medical Emergencies or Adverse Events

MemoryWatch is not responsible for any medical emergencies, adverse events, or unforeseen complications that may arise during the delivery of healthcare services by independent providers. MemoryWatch’s role is limited to facilitating the coordination of care, and any emergencies must be addressed directly by the healthcare provider and the operator or resident involved. Providers must ensure they follow all local, state, and federal regulations regarding healthcare delivery and patient safety.

19.9 Non-Endorsement of Providers

The inclusion of healthcare providers in the MemoryWatch network does not constitute an endorsement or recommendation of any provider by MemoryWatch. All healthcare providers are subject to their own professional standards and licensure requirements, and MemoryWatch does not assess or guarantee the quality of care delivered. Residents and their families are encouraged to conduct their own due diligence when selecting a healthcare provider.

19.10 Compliance with Regulations

All healthcare providers are required to comply with local, state, and federal laws and regulations governing their practice. MemoryWatch assumes no responsibility for ensuring that providers meet these regulatory requirements. Healthcare providers must ensure their compliance with all relevant healthcare laws, including HIPAA, and maintain appropriate licensure, certification, and malpractice insurance as required by their governing bodies.

19.11 No Liability for Payment Processing Issues

MemoryWatch is not liable for any issues or additional charges related to payment processing, including chargebacks, fee increases, or any fees assessed by third-party financial service providers. Any disputes concerning payments, service charges, or associated fees are between the provider, the resident, and the payment processor.

20. Warranty Disclaimer

20.1 General Disclaimer

MemoryWatch provides its platform, services, and all associated content “as is” and “as available,” without any warranties of any kind, express or implied. MemoryWatch does not guarantee the availability, reliability, or performance of the platform, the services facilitated through it, or any outcomes related to healthcare, residence, or operational interactions. MemoryWatch disclaims all warranties of any kind, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.

20.2 No Warranty on Healthcare Services

MemoryWatch does not provide any warranties regarding healthcare services offered by independent providers using our platform. Healthcare providers are fully responsible for the care they provide, and MemoryWatch makes no guarantees or warranties regarding the quality, accuracy, or appropriateness of any diagnosis, treatment, or care plan created by these providers. MemoryWatch facilitates healthcare coordination but does not participate in any medical decision-making, and we do not warrant any healthcare outcomes or continuity of care.

20.3 No Warranty on Operator Conduct or Care Levels

MemoryWatch does not warrant the services provided by operators or the level of care that operators offer. Operators are independent

entities responsible for maintaining their own standards of care, and MemoryWatch does not guarantee the quality, safety, or compliance of any services provided by operators. MemoryWatch disclaims any liability related to changes in care levels, pricing, or operator-resident interactions. MemoryWatch facilitates the contract process and communications but does not guarantee operator performance or service.

20.4 No Warranty on Financial Transactions

MemoryWatch makes no warranty regarding the security, accuracy, or timeliness of financial transactions facilitated through third-party payment processors. Any payment fees, chargebacks, or other related issues are the responsibility of the operators and/or residents, not MemoryWatch. While we aim to ensure smooth payment processing, we provide no warranties regarding the actions of third-party payment providers or the security of the financial services they offer.

20.5 No Warranty on Continuity of Service

MemoryWatch does not warrant that our platform or services will be uninterrupted, error-free, or free from malicious software or security

breaches. We are not responsible for any interruptions in service or technical malfunctions that may affect your ability to access or use the platform, complete transactions, or coordinate services. MemoryWatch makes no guarantees regarding the continuity of services facilitated through the platform, including but not limited to healthcare coordination, resident placement, and operator agreements.

20.6 Limitation of Review System

MemoryWatch’s scoring and review system for operators is provided solely as an informational tool to improve internal processes and decision-making. MemoryWatch does not warrant the accuracy, completeness, or fairness of the scoring system, and operators, healthcare providers, and residents should not rely on these scores as definitive indicators of service quality. MemoryWatch disclaims any liability for claims related to the scoring system, including but not limited to any negative impact on operator reputation or resident decisions based on these scores.

20.7 No Warranty on Dispute Resolution

MemoryWatch facilitates dispute resolution between operators, healthcare providers, residents, and families but provides no warranty or guarantee of resolution outcomes. Dispute resolution services are provided solely as a facilitation tool, and MemoryWatch is not liable for the results or consequences of any mediation or resolution efforts. We do not warrant that disputes will be resolved to the satisfaction of all parties involved, and MemoryWatch is not responsible for any legal claims or actions arising from unresolved disputes.

20.8 No Warranty on Regulatory Compliance

MemoryWatch provides operators and healthcare providers with tools to track compliance with regulatory requirements, but MemoryWatch does not warrant compliance or accuracy of regulatory information. It is the sole responsibility of operators and healthcare providers to ensure they meet all legal and regulatory obligations, including those related to healthcare delivery, resident care, and financial transactions. MemoryWatch disclaims any liability related to non-compliance or regulatory actions taken against operators, healthcare providers, or residents.

20.9 No Warranty on Levels of Care

MemoryWatch does not warrant the accuracy or appropriateness of any level of care evaluations made by operators or healthcare providers. MemoryWatch facilitates the communication of care level changes and contract updates but is not responsible for verifying the medical or operational necessity of these changes. MemoryWatch disclaims any liability for errors in care level evaluations or pricing changes related to these evaluations. It is the responsibility of the resident and family to understand the terms of any revised agreements and make informed decisions regarding continued residence or relocation.

20.10 No Warranty on Timeliness of Services

MemoryWatch strives to ensure timely communication and facilitation of services, but we make no warranties regarding the timeliness or speed of any service facilitated through the platform. Delays in healthcare services, contract approvals, payments, or other processes are possible, and MemoryWatch is not liable for any harm or inconvenience caused by these delays. Residents, families, operators, and healthcare providers should plan accordingly to accommodate potential delays.

20.11 Exclusions

Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty lasts, so the above exclusions may not apply to you. In such jurisdictions, the exclusions set forth above will be enforced to the greatest extent permitted by law.

21. Indemnification

21.1 General Indemnity

You agree to defend, indemnify, and hold MemoryWatch, its affiliates, and each of its and their respective officers, directors, employees, agents, and representatives, harmless from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

• (a) your access to, use of, or interaction with the MemoryWatch platform and services,
• (b) your violation of these Terms or any applicable laws, rules, or regulations,
• (c) any interaction, agreement, or dispute between you and a healthcare provider, operator, resident, or any third party facilitated through the MemoryWatch platform, or
• (d) your negligence, fraud, misrepresentation, or willful misconduct related to any transaction or activity conducted through MemoryWatch.

21.2 Indemnity for Operators

Operators agree to indemnify and hold harmless MemoryWatch, its affiliates, and its officers, directors, and employees from any claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of:

• (a) disputes between residents or their families and the operator concerning the level of care, billing, or any agreement facilitated through the platform,
• (b) any regulatory violations, breaches of operator obligations under state or federal healthcare laws, or failure to comply with licensing or operational standards,
• (c) failure to provide agreed-upon services, including healthcare, accommodations, or any resident care, or
• (d) claims of negligence, fraud, or willful misconduct brought by residents, families, or third parties against the operator related to the services provided.

21.3 Indemnity for Healthcare Providers

Healthcare providers using the platform agree to indemnify MemoryWatch, its affiliates, and its officers, directors, employees, and agents from any liability, claims, or expenses arising out of:

• (a) healthcare decisions made by the provider, including but not limited to any diagnostic or treatment recommendations, medication prescriptions, or procedural advice,
• (b) malpractice claims, wrongful death suits, or similar legal actions brought by residents, families, or operators,
• (c) non-compliance with healthcare regulations, such as those from CMS, HIPAA, or local health authorities, or
• (d) claims related to the healthcare provider’s negligence, malpractice, or failure to meet the standards of care in providing services to residents or patients referred through MemoryWatch.

21.4 Indemnity for Residents and Families

Residents, their families, or legal representatives agree to indemnify MemoryWatch and its affiliates from any liability, claims, or expenses arising from:

• (a) disputes with operators or healthcare providers, including but not limited to claims regarding the quality of care, contract terms, or relocation services,
• (b) violations of any agreements made with operators or healthcare providers,
• (c) claims arising from failure to disclose relevant health conditions, or fraud in connection with any documents or information submitted through the MemoryWatch platform,
• (d) damages resulting from misuse of the platform or failure to comply with legal or financial obligations.

21.5 Indemnity for Financial and Payment Processing Issues

All users, including operators, healthcare providers, residents, and families, agree to indemnify MemoryWatch from any financial-related claims, including but not limited to chargebacks, disputes over payment processing fees, penalties for delayed payments, or increases in processing fees from third-party financial service providers. MemoryWatch is not responsible for any monetary losses incurred due to the actions of these third-party providers.

21.6 Indemnity for Platform and Review System

You agree to indemnify MemoryWatch from any claims or disputes arising from our internal review system, including but not limited to any claims that the review score or system caused harm to operator reputation, resident or family decisions, or healthcare provider relationships. MemoryWatch’s review scores are informational only, and any reliance on them by third parties is at their own risk.

22. Contracting Entities

When used in these Terms, “MemoryWatch,” “we,” “us,” or “our” refers to the MemoryWatch entity set out in Schedule 1 with whom you are contracting. The contracting entity will vary depending on the participant’s (resident, family, operator, or healthcare provider) location and the specific services provided.

For those located in the United States, the contracting entity is MemoryWatch, which operates in coordination with Silver House for healthcare services and other related entities where necessary. Each MemoryWatch entity is responsible for fulfilling its obligations under these Terms in its respective jurisdiction.

By using our platform or any related services, you acknowledge and agree to the relationship you hold with MemoryWatch, which may include separate legal agreements with Silver House or other relevant third-party entities for the provision of healthcare or other specific services. Your primary contractual relationship for platform use and facilitation remains with the designated MemoryWatch entity in your region.

23. United States Governing Law and Venue

These Terms will be governed by and construed in accordance with the laws of the State of [insert state here], United States, without regard to its conflict-of-law principles.

You agree that any disputes or legal claims arising out of or related to these Terms, or any associated services provided by MemoryWatch, that are not subject to arbitration (as detailed in Section 24), will be resolved exclusively by the courts of the State of Arizona, unless we both agree to some other location. You and MemoryWatch agree to submit to the personal jurisdiction of the state and federal courts located within Maricopa County for the purposes of litigating all such disputes.

This provision does not prevent MemoryWatch from seeking injunctive or equitable relief in any jurisdiction to protect its intellectual property rights or to enforce its other legal rights.

24. United States Dispute Resolution and Arbitration Agreement.

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY PROVIDE THAT YOU AND MEMORYWATCH AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER. This Arbitration Agreement supersedes all prior versions.

24.1 Application. 

This Arbitration Agreement only applies to you if your country of residence or establishment is the United States. If your country of residence or establishment is not the United States, and you nevertheless attempt to bring any legal claim against MemoryWatch in the United States, this Arbitration Agreement will apply for determination of the threshold issue of whether this Section 24 applies to you, and all other threshold determinations, including residency, arbitrability, venue, and applicable law.

24.2 Overview of Dispute Resolution Process. 

MemoryWatch is committed to participating in a consumer-friendly dispute resolution process. To that end, these Terms provide for a two-part process for individuals to whom this Section 24 applies: (1) an informal negotiation directly with MemoryWatch’s customer service team (described in paragraph 24.3, below), and if necessary (2) a binding arbitration in accordance with the terms of this Arbitration Agreement. You and MemoryWatch each retain the right to seek resolution of the dispute in small claims court as an alternative to arbitration.

24.3 Mandatory Pre-Arbitration Dispute Resolution and Notification. 

At least 30 days prior to initiating an arbitration, you and MemoryWatch each agree to send the other party an individualized notice of the dispute in writing (“Pre-Dispute Notice”) and attempt in good faith to negotiate an informal resolution of the individual claim. You must send your Pre-Dispute Notice to MemoryWatch by mailing it to MemoryWatch’s agent for service: Silver House Attn: Disputes: 15411 W Waddell Rd, Ste 102, Surprise, AZ 85379. MemoryWatch will send its Pre-Dispute Notice to the email address associated with your MemoryWatch account. A Pre-Dispute Notice must include: the date, your name, mailing address, your MemoryWatch username, the email address you used to set up your MemoryWatch account, your signature, a brief description of the dispute, and the relief sought. If the parties are unable to resolve the dispute within the 30-day period, only then may either party commence arbitration by filing a written demand for arbitration with the arbitration provider designated pursuant to Section 24.6, below. A claimant’s Pre-Dispute Notice requirement is a prerequisite to any arbitration, and a copy of the Pre-Dispute Notice and evidence that it was sent as required by this Section must be attached to any arbitration demand.

24.4 Agreement to Arbitrate. 

You and MemoryWatch mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the applicability, breach, termination, validity, enforcement or interpretation thereof, or any use of the MemoryWatch Platform, Operator Services, or any Content (collectively, “Disputes”) will be settled by binding arbitration on an individual basis (the “Arbitration Agreement”). Any dispute regarding the scope or enforceability of this Arbitration Agreement shall be resolved exclusively by the arbitrator, without recourse to the courts. For the avoidance of doubt, you and MemoryWatch agree that any question regarding arbitrability and the formation, enforceability, validity, scope, or interpretation of all or part of this Section 24, including any dispute over compliance with the Pre-Dispute Notice requirement and a party’s responsibility to pay arbitration fees, shall be resolved exclusively by an arbitrator.

24.5 Exceptions to Arbitration Agreement. 

You and MemoryWatch each agree that the following causes of action and/or claims for relief are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction (as defined by Section 24): (i) any claim or cause of action alleging actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim or cause of action seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack); or (iii) a request for the remedy of public injunctive relief; (iv) any claim or cause of action for vexatious litigation; or (v) any individual claim of sexual assault or sexual harassment arising from your use of the MemoryWatch Platform or Operator Services. You and MemoryWatch agree that any request for the remedy of public injunctive relief will proceed after the arbitration of all arbitrable claims, remedies, or causes of action, and will be stayed pending the outcome of the arbitration pursuant to section 3 of the Federal Arbitration Act.

24.6 Arbitration Forum Rules and Governing Law. 

This Arbitration Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act governs all substantive and procedural interpretation and enforcement of this Arbitration Agreement, and not state law. The arbitration will be administered by ADR Services, Inc. (“ADR”) (www.adrservices.com) in accordance with Rules 1, 6–7, 8–9, and 11–12, 45, 54, and 56 of the Federal Rules of Civil Procedure (“Selected Federal Rules”) (https://www.uscourts.gov/rules-policies/current-rules-practice-procedure/federal-rules-civil-procedure) and ADR’s Arbitration Rules then in effect (the “ADR Rules”), except as the Selected Federal Rules or ADR Rules are modified by or conflict with this Arbitration Agreement. The ADR Rules are available at www.adrservices.com. If an arbitration demand is submitted to ADR Services in accordance with this agreement and the ADR Rules, and ADR Services cannot or will not administer the arbitration, the arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Selected Federal Rules and the AAA’s Consumer Arbitration Rules and/or other AAA arbitration rules determined to be applicable by the AAA (the “AAA Rules”) then in effect, except as modified here. The AAA Rules are available at www.adr.org. If the AAA cannot and will not administer the arbitration, you and MemoryWatch shall confer and select an alternative arbitral forum, and if we are unable to agree, either you or MemoryWatch may ask a court to appoint an arbitrator pursuant to 9 U.S.C. § 5. In that event, the arbitration will be conducted in accordance with the rules of the appointed arbitral forum, unless those rules are inconsistent with the provisions of this Arbitration Agreement.

24.7 Modification of Arbitration Rules – Arbitration Hearing/Location. 

In order to make the arbitration most cost-effective, efficient, and convenient, any required arbitration hearing in an arbitration wherein the amount in controversy does not exceed $1,000,000 shall be conducted remotely via video conference except as otherwise agreed by the parties or instructed by the arbitrator. Any required arbitration hearing in an arbitration wherein the amount in controversy exceeds $1,000,000 shall be conducted in Maricopa County except as otherwise agreed by the parties or instructed by the arbitrator. If the amount in controversy is $10,000 or less, the parties agree to proceed solely on the submission of documents to the arbitrator.

24.8 Modification of Arbitration Rules – Arbitration Fees and Costs. 

Your arbitration fees and your share of arbitrator compensation shall be governed by the ADR Rules and the ADR Services fee schedule (available at www.adrservices.com). If you have a gross monthly income of less than 300% of the federal poverty guidelines, you are entitled to a waiver of arbitration fees and costs, exclusive of arbitrator fees. You may request a fee waiver by providing the arbitration provider with a declaration under oath stating your monthly income and the number of persons in your household, in addition to providing documentation proving your eligibility, such as pay stubs, tax returns, or a sworn statement regarding your financial status. If a fee waiver is granted by the arbitration provider and you provide MemoryWatch with documents necessary to prove that your gross monthly income is less than 300% of the federal poverty guidelines, MemoryWatch will pay your share of any arbitrator fees.

24.9 Modification of Arbitration Rules – Claims Brought for an Improper Purpose or In Violation of This Arbitration Agreement. 

Either party may make a request that the arbitrator impose sanctions upon proving that the other party or its attorney(s) has asserted a claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous. As allowed by applicable law, the arbitrator shall impose sanctions equal to the requesting party’s reasonable attorneys’ fees and costs upon finding that a claim or defense is groundless in fact or law, brought in bad faith or for the purpose of harassment, asserted in violation of Fed. R. Civ. P. 11(b) (treating the arbitrator as “the court”), or is otherwise frivolous. Either party may seek dismissal of any arbitration filed in violation of any provision of this Arbitration Agreement. Either party may assert in arbitration a counterclaim for the other party’s initiation of proceedings concerning an arbitrable Dispute without complying with or otherwise in violation of the requirements of this Arbitration Agreement. Upon finding that a party has initiated proceedings concerning an arbitrable Dispute without complying with or otherwise in violation of the requirements of this Arbitration Agreement, the arbitrator shall award the other party its actual damages, including but not limited to reasonable attorneys’ fees and costs.

24.10 Arbitrator’s Decision. 

The arbitrator will issue a written decision which shall include the essential findings and conclusions upon which the arbitrator based the

award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award any relief allowed by law or the ADR Rules, but declaratory or injunctive relief may be awarded only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.

24.11 Jury Trial Waiver. 

You and MemoryWatch acknowledge and agree that both parties are each waiving the right to a trial by jury as to all arbitrable Disputes.

24.12 No Class Actions or Representative Proceedings. 

You and MemoryWatch acknowledge and agree that, to the fullest extent permitted by law, we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative or consolidated proceeding. Unless we agree in writing or as provided in this agreement, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If there is a final judicial determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy, and only that claim, cause of action or requested remedy, will be severed from this agreement to arbitrate and will be brought in a court of competent jurisdiction. In the event that a claim, cause of action or requested remedy is severed pursuant to this paragraph, then you and we agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator.

24.13 Mass Action Waiver. 

You and MemoryWatch acknowledge and agree that the relative benefits and efficiencies of arbitration may be lost when 100 or more arbitration claims are filed within 180 days which (1) involve the same or similarly situated parties; (2) are based on the same or similar claims which arise from the same or substantially identical transactions, incidents, alleged violations or events requiring the determination of the same or substantially identical questions of law or fact; and (3) involve the same or coordinated counsel for the parties (“Mass Action”). Accordingly, You and MemoryWatch agree that no arbitrable Dispute will be resolved as part of a Mass Action, unless agreed otherwise in writing (though Sections 23 and 24.12 of these Terms will continue to apply to the Dispute). In case of a dispute, the appointed arbitrator for the first matter instituted within a set of claims identified by either party shall decide whether those claims are part of a Mass Action. If no arbitrator has yet been appointed, an arbitrator shall be appointed solely to determine whether claims identified by either party are part of a Mass Action. Nothing in this provision prevents you or MemoryWatch from participating in a mass settlement of claims.

24.14 Modification of Arbitration Rules – Mass Action Batching Requirements. 

If for any reason, notwithstanding Section 24.13, an arbitration proceeds as part of a Mass Action, the parties shall group the arbitration demands into batches of no more than 200. The batches shall be determined by listing the claimants’ alphabetically (by last name or business name, as applicable)—for example, the first 200 claimants listed will be the first batch, the next 200 claimants listed will be the second batch, and so forth. The parties shall randomly assign each batch a sequential number and arbitrate the batches one at a time, in sequential order. While one batch is being arbitrated, the arbitration provider shall hold the remainder in abeyance unless otherwise agreed by the parties or instructed by the arbitration provider. Each batch shall be resolved within 240 days of the pre-hearing conference for that batch. Notwithstanding the forgoing, if any claimant’s demand has not been the subject of a pre-hearing conference within 2 years of the latest-filed demand in the Mass Action, such claimant may elect to pursue the claims asserted in the claimant’s demand in court subject to Sections 23 and 24.12 of these Terms.

24.15 Modifications of Arbitration Rules – Offers of Judgment. 

At least 10 days before the date set for the arbitration hearing, you or MemoryWatch may serve a written offer of judgment on the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitration provider, who shall issue an award accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn and cannot be given as evidence in the arbitration, other than with respect to costs (including all fees paid to the arbitration provider). If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs (including all fees paid to the arbitration provider) from the time of the offer.

24.16 Severability. 

Except as provided in Section 24.11, If any provision of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, the remaining portions shall continue in full force and effect. In the event any portion of this Arbitration Agreement is found to be unenforceable, the parties agree to negotiate in good faith to modify such provision to reflect the original intent of the parties as closely as possible in a manner that is enforceable under applicable law.

24.17 Amendment to Agreement to Arbitrate. 

If MemoryWatch amends this Section 24 after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject the change by sending us written notice no later than 30 days of the date the change is effective. Your notice must include your name, mailing address, the date of the notice, your MemoryWatch username, the email address you used to set up your MemoryWatch account, your signature, and an unequivocal statement that you want to opt out of the amended Section 24. You must either mail your notice to this address: Silver House Attn: Arbitration Opt-Out, or email the opt-out notice to ops [at] memorywatch [dot] org. Rejecting a new change, however, does not revoke or alter your prior consent to any earlier agreements to arbitrate any Dispute between you and MemoryWatch (or your prior consent to any subsequent changes thereto), which will remain in effect and enforceable as to any Dispute between you and MemoryWatch.

24.18 Survival. 

Except as provided in Section 24.12 and subject to Section 12.9, this Section 24 will survive any termination of these Terms and will continue to apply even if you stop using the MemoryWatch Platform or terminate your MemoryWatch account.

25. Miscellaneous

25.1 Other Terms Incorporated by Reference. 

Our Patient Collaborative Care Program, Operator Collaborative Care Program, BATWatch™ Terms of Service, Additional Legal Terms, Policies, Standards and other supplemental policies and terms linked to in these Terms apply to your use of the MemoryWatch Platform, are incorporated by reference into this policy, and form part of your agreement with MemoryWatch.

25.2 Interpreting these Terms.

Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, and in-product disclosures, these Terms (including those items incorporated by reference) constitute the entire agreement between MemoryWatch and you pertaining to your access to or use of the MemoryWatch Platform and supersede any and all prior oral or written understandings or agreements between MemoryWatch and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and MemoryWatch. If any provision of these Terms is held to be invalid or unenforceable, except as otherwise indicated in Section 24.11 above, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”

25.3 No Waiver.

MemoryWatch’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

25.4 Assignment.

You may not assign, transfer or delegate this agreement or your rights and obligations hereunder without MemoryWatch’s prior written consent. MemoryWatch may without restriction assign, transfer or delegate this agreement and any rights and obligations hereunder, at its sole discretion, with 30 days’ prior notice.

25.5 Notice.

Unless specified otherwise, any notices or other communications to Members permitted or required under this agreement, will be provided electronically and given by MemoryWatch via email, MemoryWatch Platform notification, messaging service (including SMS and WeChat), or any other contact method we enable and you provide. If a notification relates to a booking or Listing in the United States, you agree and acknowledge that such notifications via electronic means in lieu of a written statement, satisfies MemoryWatch’s obligations under this Agreement, and any housing or accommodation regulations, from all nationwide jurisdictions.

25.6 Third-Party Services. 

The MemoryWatch Platform may contain links to third-party websites, applications, services or resources (“Third-Party Services”) that are subject to different terms and privacy practices. MemoryWatch is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.

25.7 Google Terms. 

Some translations on the MemoryWatch Platform are powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement. Some areas of the MemoryWatch Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

25.8 Apple Terms. 

If you access or download our application from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement.

25.9 Platform Content. 

Content made available through the MemoryWatch Platform, including without limitation trademarks, trade dress, inventions, algorithms, computer programs (in source code and object code), customer and marketing information and other content (“Platform Content”), whether registered or unregistered, which may be protected by copyright, trademark, patent, trade secrets, know how, and/or other laws of the United States and other countries. You acknowledge that all intellectual property rights for that Platform Content are the exclusive property of MemoryWatch and/or its licensors and agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any Platform Content accessed through the MemoryWatch Platform except to the extent you are the legal owner of that Platform Content or as expressly permitted in these Terms. Subject to your compliance with these Terms, MemoryWatch grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to (i) download and use the MemoryWatch Platform mobile application on your personal device(s); and (ii) access and view the Platform Content made available on or through the MemoryWatch Platform and accessible to you, solely for your personal and non-commercial use.

25.10 Force Majeure. 

MemoryWatch shall not be liable for any delay or failure to perform resulting from abnormal or unforeseeable circumstances outside its reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

25.11 Emails and SMS. 

You will receive administrative communications from us using the email address or other contact information you provide for your MemoryWatch account. Enrollment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. No fee is charged for these promotional emails, but third-party data rates could apply. You can control whether you receive promotional emails using the notification preferences in your account settings. Please note that you will not be able to take advantage of certain promotions if you disable certain communication settings or do not have an MemoryWatch account. In the U.S. if you consent to receive SMS (text messages) from us, you will be subject to our SMS Terms.

25.12 Terms of Service Updates

We reserve the right to modify these Terms of Service at any time. Updates are categorized as follows:

1. General Updates: These updates pertain to minor or administrative changes that do not materially affect your legal rights or obligations. Such updates may include modifications to service offerings, operational procedures, or contact information. For these updates, changes will take effect immediately upon posting on our website, and by continuing to use our services after the changes are posted, you automatically agree to the updated terms. We encourage you to review the most current version of our terms regularly, which will be available on our website.
2. Significant Legal Updates: Any changes that impact your legal rights or obligations as a patient will require a 30-day notice period. This includes, but is not limited to:
   • HIPAA and Privacy-Related Changes: Modifications to how we collect, store, use, or share your Protected Health Information (PHI), or any updates to our privacy practices in compliance with the Health Insurance Portability and Accountability Act (HIPAA) or similar privacy laws.
   • Billing and Payment Policies: Changes in how you are billed, including fee structures, payment schedules, penalties for late payments, or refund policies.
   • Consent and Authorization: Modifications to how we obtain your consent for medical treatments, telehealth services, or procedures, or changes that expand or limit the scope of previously provided consents.
   • Dispute Resolution and Legal Remedies: Changes to how disputes between you and us will be resolved, such as the introduction of arbitration clauses, waivers of certain legal rights, or changes in governing law or jurisdiction.
   • Service Limitations or Liability: Updates that limit our liability for services provided, including any disclaimers or caps on damages.
   • Patient Rights: Modifications to your rights as a patient, including the right to access, correct, or delete your personal data, or the right to terminate services.
   • Termination of Services: Changes in the conditions under which either you or we may terminate services, including any associated fees or penalties.
   • Insurance and Coverage: Changes in how insurance is processed, how coverage is verified, or updates to your financial responsibility for services not covered by insurance.

For these significant updates, we will provide you with a 30-day notice period via email or through your patient portal. During this time, you will have the opportunity to review the changes and contact us with any concerns. If you continue to use our services after the 30-day notice period, you will be deemed to have accepted the updated terms. If you do not agree with the updated terms, you must notify us in writing within the 30-day period to discuss alternatives or discontinue services.