Toggle Media, LLC ("Memberry.ai,", "Toggle," "us" or "we") will provide you (the "User") limited access to certain content, data, and services through a password-protected, proprietary application accessible through the memberry.ai website and the Memberry.ai mobile application (or "App") (collectively referred to herein as the "Services") subject to the terms and conditions of this agreement (which together with our Privacy Policy referred to herein as the "Agreement").

Please read the terms and conditions of this Agreement carefully. Your acceptance of the terms and conditions of this Agreement, either by (i) selecting "Accept" where indicated when setting up your account or (ii) through your initial and subsequent use of the App confirms your agreement (the "Acceptance") that Memberry.ai's provision of the Services will be governed by this Agreement. Note that we reserve the right to discontinue the Services in the event that you do not comply with these terms and conditions.

User represents that it has the authority and capacity to accept the terms and conditions of this Agreement and acknowledges and agrees that its initial and subsequent use of the Services shall further evidence its acceptance of the terms and conditions of this Agreement (and any amendments or modifications hereto).

The Services include, but are not limited to, assistance in storing, organizing, and querying personal notes and other content stored through the Memberry.ai application. Memberry.ai leverages proprietary technology to retrieve and organize User Content for ease of access and use.

In order to allow you to use the Services, you will need to register for an account with Memberry.ai. You may register using an email address and password or a third-party identity provider, such as Apple or Google. If you use a third-party identity provider, you authorize Memberry.ai to access the profile information you associated with such identity provider. Your "Registration Information" will include your login method, email address, and any other third-party profile information we may collect, which you authorize Memberry.ai to store for the purpose of enabling your account.

By using Memberry.ai's services, you grant Memberry.ai the right to process, store, and query the data you input into the application ("User Content"). Memberry.ai uses proprietary technology to analyze and categorize this information for your ease of use. You acknowledge and agree that Memberry.ai will access and temporarily store metadata derived from your User Content to improve the Services. Memberry.ai makes no effort to review User Content for accuracy, legality, or non-infringement. You are solely responsible for the content you input into the Services and agree to use the Services only for lawful purposes.

You will be providing Memberry.ai with personal information (see Memberry.ai's Privacy Policy as available in the App and at memberry.ai). Memberry.ai uses industry-standard security practices, including encryption, to keep your information safe. Your data is used solely for the purposes of providing and improving the Services.

Memberry.ai Services can be accessed via a free tier or through a paid yearly or monthly subscription. Any payment terms presented to you in the process of using or registering for the Service are subject to the terms and conditions of this Agreement.

Your right to access and use the App and the Services is personal to you and is not transferable. You are only entitled to access and use the Services for lawful purposes. You acknowledge and agree that Memberry.ai is not designed for the storage or management of sensitive information, such as financial details, government-issued identification numbers, or health information. You are solely responsible for ensuring that any content you store in the Services complies with applicable laws and does not include sensitive or confidential data. Memberry.ai disclaims all liability for any loss, unauthorized access, or misuse of sensitive information stored within the Services.

This Agreement will continue until terminated by either you or Memberry.ai. You may terminate your legal agreement with Memberry.ai by deleting your account. Memberry.ai reserves the right to suspend or terminate this Agreement and your access to the Services for any reason, with or without notice.

The contents of the memberry.ai website and Memberry.ai mobile application (or “App”), including their “look and feel” (e.g., text, graphics, images, logos, and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under both United States and other applicable copyright, trademark, and related laws. Any copying, distribution, reprint, or electronic reproduction of any such content, or any effort to reverse engineer or decompile software, in whole or in part, for any purpose, is expressly prohibited without our prior written consent. You agree not to use, nor permit any third party to use, any content or component of the Services in a manner that violates Toggle's property rights or this Agreement. Third-party trademarks, service marks, graphics and logos used in connection with the Services are the intellectual property of their respective owners and are used for identification purposes only. Use of these names, trademarks and logos does not imply a relationship with Toggle.

TOGGLE SHALL, IN NO EVENT, BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES INCLUDING, BUT NOT LIMITED, TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO OR USE OF THE SERVICES, EVEN IF TOGGLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TOGGLE'S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

Your Indemnification of Toggle. You agree to indemnify and hold Toggle, and its officers, directors, partners, employees and shareholders harmless, from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of the terms of this Agreement. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.

THE SITES, SERVICES, INFORMATION, DATA, FEATURES, AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICES OR PROVIDED THROUGH THE SERVICES (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TOGGLE, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS ") MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF TOGGLE'S WEBPAGE, APP OR OF THE SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.

NEITHER TOGGLE OR ITS SUPPLIERS MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON THE SITES OR OF THE SERVICES (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER TOGGLE OR ITS SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICES IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH STATES LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS PROVISION MAY NOT APPLY TO YOU.

Applicable Law. Florida state law governs this Agreement without regard to its conflicts of laws provisions.

Agreement to Arbitrate. YOU AGREE THAT ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claim qualifies. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA's rules, which are available at www.adr.org. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's rules.

Equitable Relief. Notwithstanding anything to the contrary, any party to an arbitration may, at any time, seek injunctions or other forms of equitable relief from any court of competent jurisdiction.

Class Action Waiver. YOU AND TOGGLE AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Survivability. This Section shall survive expiration, termination or rescission of this Agreement.

No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the party against which such amendment, change, waiver or discharge is sought to be enforced.

Nothing contained in this Agreement shall be deemed to create or constitute a partnership, joint venture, or relationship of principal and agent between the parties, with the exception that Toggle will act as your limited agent for the specific purpose of performing the Services as described herein.

This Agreement (together with the Privacy Policy) contains the entire agreement between the parties.

The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder or thereunder.

All headings in this Agreement are inserted only for convenience and ease of reference and are not considered in the construction or interpretation of any provision of this Agreement.

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, Toggle shall endeavor in good faith to modify this Agreement to effect the original intention as closely as possible.

If you downloaded the Toggle App from the Apple App Store, the following additional terms apply:

1. You and Toggle acknowledge that the terms of this Agreement are between you and Toggle only, and not with Apple, and that Apple is not responsible for the App or the Services.
2. The App and Services are licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of Apple's App Store Terms of Service as they are applicable to the App and Services.
3. You will only use the App and Services in connection with an Apple device that you own or control.
4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App or Services.
5. In the event of any failure of the App or the Services to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any.
6. You acknowledge and agree that Toggle, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App or the Services.
7. You acknowledge and agree that, in the event of any third-party claim that the Services or your possession and use of the App and Services infringes that third party's intellectual property rights, Toggle, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim.
8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.
9. You and Toggle acknowledge and agree that, in your use of both the App and the Services, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use.
10. You and Toggle acknowledge and agree that Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third-party beneficiary hereof.

For questions or concerns about this Terms of Service, contact us at:

• Email: info@hellotoggle.com
• Address: 936 SW 1st Ave #320, Miami, FL 33130