Licence Agreement

By completing the online registration form and clicking the "I agree" button, you submit to IMEMORIZED INC. ("we" or "iMemorized"), an offer to obtain the right to use the services under the provisions of this license and services agreement (the "agreement"). By clicking the "I agree" button, you hereby agree that you have the legal ability or the legal authority, power and right to fully bind yourself or the person and/or entitie(s) (collectively, the "customer") wishing to use services which iMemorized provides to customer. If you do not have the authority to bind the customer or you or the customer do not agree to any of the terms and conditions of use as set out by iMemorized from time to time, iMemorized is unwilling to provide the services to the customer, and you should not click to accept the terms of this agreement and you should discontinue the process and not request any services. By clicking “I agree” and paying the user fee you are agreeing to the Terms and Conditions of Use as set out and as amended from time to time at the sole discretion of iMemorized.

Single Use Licence

PLEASE READ THIS SOFTWARE LICENCE AGREEMENT ("LICENCE") CAREFULLY BEFORE DOWNLOADING THE SOFTWARE OR A SOFTWARE UPDATE ACCOMPANYING THIS LICENCE. BY DOWNLOADING A SOFTWARE UPDATE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENCE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT DOWNLOAD THE SOFTWARE UPDATE.

ENGLISH

iMemorized Inc. (iMemorized)

(a) The software, documentation, interfaces, content, fonts and any data that came with your subscription to iMemorized ("Original iMemorized Software"), as may be updated or replaced by feature enhancements, software updates or system restore software provided by IMemorized ("iMemorized Software Updates"), whether in read only memory, on any other media or in any other form (the Original iMemorized Software and iMemorized Software Updates are collectively referred to as the “iMemorized Software") are licenced, not sold, to you by iMemorized Inc. ("iMemorized") for use only under the terms of this Licence. iMemorized and its licensors retain ownership of the iMemorized Software itself and reserve all rights not expressly granted to you. (b) iMemorized, at its discretion, may make available future iMemorized Software Updates for your iMemorized service. The iMemorized Software Updates, if any, may not necessarily include all existing software features or new features that iMemorized releases for newer or other versions of iMemorized Software. The terms of this Licence will govern any iMemorized Software Updates provided by iMemorized that replace and/or supplement the Original iMemorized Software product, unless such iMemorized Software Update is accompanied by a separate licence in which case the terms of that licence will govern.

1. General.

2. Permitted Licence Uses and Restrictions.

(a) Subject to the terms and conditions of this Licence, you are granted a limited non-exclusive licence to use the iMemorized Software on a single computer. Except as permitted in Section 2(b) below, and unless as provided in a separate agreement between you and iMemorized, this Licence does not allow the iMemorized Software to exist on more than one at a time, and you may not distribute or make the iMemorized Software available over a network where it could be used by multiple devices at the same time. This Licence does not grant you any rights to use iMemorized proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third party devices and accessories, or third party software applications, for use with computers. Some of those rights are available under separate licences from iMemorized. (b) Subject to the terms and conditions of this Licence, you are granted a limited non-exclusive licence to download iMemorized Software Updates that may be made available by iMemorized to update or restore the software on any computer that you own or control. This Licence does not allow you to update or restore any computer that you do not control or own, and you may not distribute or make the iMemorized Software Updates available over a network where they could be used by multiple devices or multiple computers at the same time. If you download an iMemorized Software Update to your computer, you may make one copy of the iMemorized Software Updates stored on your computer in machine-readable form for backup purposes only, provided that the backup copy must include all copyright or other proprietary notices contained on the original. (c) You may not and you agree not to, or to enable others to, copy (except as expressly permitted by this Licence), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the iMemorized Software or any services provided by the iMemorized Software, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by licensing terms governing use of open-sourced components included with the iMemorized Software). Any attempt to do so is a violation of the rights of iMemorized and its licensors of the iMemorized Software. (d) By storing content on your computer you are making a digital copy. In some jurisdictions, it is unlawful to make digital copies without prior permission from the rights holder. The iMemorized Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. (e) You agree to use the iMemorized Software and the Services (as defined in Section 5 below) in compliance with all applicable laws, including local laws of the country or region in which you reside or in which you download or use the iMemorized Software and Services. (f) Use of and access to certain features of the iMemorized Software and certain Services (as defined in Section 5) may require you to apply for a unique user name and password combination, known as an iMemorized ID. In addition, you acknowledge that many features and Services of the iMemorized Software transmit data and could impact charges to your data plan, and that you are responsible for any such charges.

You may not rent, lease, lend, sell, redistribute, or sublicence the iMemorized Software. You may, however, make a one-time permanent transfer of all of your licence rights to the iMemorized Software to another party in connection with the transfer of ownership of your computer, provided that: (a) the transfer must include your computer and all of the iMemorized Software, including all its component parts, original media, printed materials and this Licence; (b) you do not retain any copies of the iMemorized Software, full or partial, including copies stored on a computer or other storage device; and (c) the party receiving the iMemorized Software reads and agrees to accept the terms and conditions of this Licence.

3. Transfer.

4. Consent to Use of Data.

(a) Diagnostic and Usage Data. If you opt in to diagnostic and usage collection, you agree that iMemorized and its subsidiaries and agents may collect, maintain, process and use diagnostic, technical, usage and related information, including but not limited to information about your computer, computer, system and application software and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the iMemorized Software, and to verify compliance with the terms of this Licence. iMemorized may use this information, as long as it is collected in a form that does not personally identify you, to provide and improve iMemorized’s products and services. (b) iMemorized will not disclose any user information. +(c Interest-Based Advertising. IMemorized may provide mobile, interest-based advertising to you. If you do not want to receive relevant ads on your computer, you can opt out by going to this link on your computer: http://oo.iMemorized.com. If you opt out, you will continue to receive the same number of mobile ads, but they may be less relevant because they will not be based on your interests. You may still see ads related to the content on a web page or in an application or based on other non-personal information. This opt-out applies only to IMemorized advertising services and does not affect interest-based advertising from other advertising networks. (h) Privacy Policy. At all times your information will be treated in accordance with IMemorized’s Privacy Policy, which is incorporated by reference into this Licence and can be viewed at: www.iMemorized.com/legal/privacy/.

(a) The iMemorized Software enables access to iMemorized's Store and other iMemorized and third party services and websites (collectively and individually, "Services"). Such Services may not be available in all languages or in all countries. Use of these Services requires Internet access and use of certain Services may require an iMemorized ID, may require you to accept additional terms and may be subject to additional fees. By using this software in connection with an IMemorized ID, you agree to the applicable terms of service for that account. (b) You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at your sole risk and that iMemorized shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. (c) Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party web sites. By using the Services, you acknowledge and agree that iMemorized is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. iMemorized, its officers, affiliates and subsidiaries do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. (d) You agree that the Services contain proprietary content, information and material that are owned by iMemorized and/or its licensors, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for permitted use of the Services or in any manner that is inconsistent with the terms of this Licence or that infringes any intellectual property rights of a third party or iMemorized. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, using the Services to transmit any computer viruses, worms, trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that iMemorized is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using any of the Services. (e) In addition, Services and Third Party Materials that may be accessed from, displayed on or linked to from the computer are not available in all languages or in all countries or regions. iMemorized makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to use or access such Services and Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. iMemorized and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will iMemorized be liable for the removal of or disabling of access to any such Services. iMemorized may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

5. Services and Third Party Materials.

6. Termination.

This Licence is effective until terminated. Your rights under this Licence will terminate automatically or otherwise cease to be effective without notice from iMemorized if you fail to comply with any term(s) of this Licence. Upon the termination of this Licence, you shall cease all use of the iMemorized Software. Sections 4, 5, 6, 7, 8, 9, 10 and 11 of this Licence shall survive any such termination.

7.1 If you are a customer who is a consumer (someone who uses the iMemorized Software outside of your trade, business or profession), you may have legal rights in your country of residence which would prohibit the following limitations from applying to you, and where prohibited they will not apply to you. To find out more about rights, you should contact a local consumer advice organization. 7.2 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE iMemorized SOFTWARE AND SERVICES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. 7.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE iMemorized SOFTWARE AND SERVICES PROVIDED BY THE iMemorized SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND iMemorized AND iMemorized's LICENSORS (COLLECTIVELY REFERRED TO AS "iMemorized" FOR THE PURPOSES OF SECTIONS 7 AND 8) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE iMemorized SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. 7.4 iMemorized DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE iMemorized SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY THE iMemorized SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE iMemorized SOFTWARE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICE WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE iMemorized SOFTWARE OR SERVICES WILL BE CORRECTED, OR THAT THE iMemorized SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. 7.5 YOU FURTHER ACKNOWLEDGE THAT THE iMemorized SOFTWARE AND SERVICES ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE iMemorized SOFTWARE OR SERVICES COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT OR WEAPONS SYSTEMS. 7.6 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY iMemorized OR AN iMemorized AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE iMemorized SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

7. Disclaimer of Warranties.

8. Limitation of Liability.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL iMemorized BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE iMemorized SOFTWARE AND SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE iMemorized SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF iMemorized HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall iMemorized's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of two hundred and fifty dollars (U.S. $250.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

The iMemorized Software contains functionality that allows it to accept digital certificates either issued from iMemorized or from third parties. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE WHETHER ISSUED BY iMemorized OR A THIRD PARTY. YOUR USE OF DIGITAL CERTIFICATES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, iMemorized MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ACCURACY, SECURITY, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO DIGITAL CERTIFICATES.

9. Digital Certificates.

10. Controlling Law and Severability.

This Licence will be governed by and construed in accordance with the laws of Canada and the Province of British Columbia, excluding its conflict of law principles. This Licence shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If you are a consumer based in the United Kingdom, this Licence will be governed by the laws of the jurisdiction of your residence. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this Licence shall continue in full force and effect.

11. Complete Agreement; Governing Language.

This Licence constitutes the entire agreement between you and iMemorized relating to the iMemorized Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this Licence will be binding unless in writing and signed by IMemorized. Any translation of this Licence is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Licence shall govern, to the extent not prohibited by local law in your jurisdiction.

Portions of the iMemorized Software may utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the electronic documentation for the iMemorized Software, and your use of such material is governed by their respective terms.