TERMS OF USE

1. What is this MemoText® User Agreement about and why should you read it?
This MemoText® User Agreement (referred to below as the “Agreement”) describes:
- your rights and obligations when accessing and using the MemoText® services for which you successfully register (referred to below as the “MemoText® Services”) and the MemoText® .com Internet site (referred to below as “MemoText.com”)
- MemoText® ’s rights and obligations towards you concerning the MemoText® Services and MemoText.com, including limitations to MemoText’s liability
- other important details about how the MemoText® Services are operated, including information about MemoText’s privacy policy and procedures, security of MemoText.com and the MemoText® services
By subscribing to MemoText® Services, you will be entering into a contractual relationship with Enterprising Vision Inc., the owner and operator of the MemoText® Services and MemoText.com (referred to in this Agreement as “we”, “our”, and “us”), on the terms and conditions contained in this Agreement. This Agreement (and any modifications to it) will represent the entire agreement between you and Enterprising Vision Inc. with respect to the MemoText® Services and MemoText.com and is different than and completely separate from your Agreement with your telephone and Internet service providers and from any and all agreements that MemoText® may have with its service providers to which you are not a party.
If you do not agree with any of the terms and conditions contained in this Agreement, click on the “I Decline” button below and you will be returned to the MemoText.com home page without being registered for the MemoText® Services that brought you to this Internet page.

2. How will MemoText® update this Agreement and where will you be able to look at it again?
MemoText® may change, add to or delete any portion of this Agreement in its discretion at any time. Each of these changes, additions or deletions (which may also be referred to as “amendments” will be effective when notice of them is posted on MemoText.com. Your continued use of the MemoText® Service and/or MemoText.com after amendments are posted will be considered acceptance of those changes. It is your sole responsibility to monitor MemoText.com to determine whether any such amendments have been posted.
A copy of the most current version of this MemoText® User Agreement will be available through a link on the “My MemoText® Homepage” for your convenience and ease of reference. We recommend that you print and retain a copy of this Agreement for your records.

3. Registration
By subscribing to MemoText® Services, you verify that the information provided by you in the registration process is true, accurate, current and complete to the best of your knowledge. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to believe that the information is untrue, inaccurate, not current or incomplete, we may terminate or suspend your account or refuse any or all current or future use of MemoText.com and/or the MemoText® Services.
MemoText.com may reject any application for registration for any MemoText® services in its discretion without explanation.
If MemoText® accepts your application for registration, MemoText® will set up an account (your “MemoText® Account”) for you relating to your MemoText® Services and will send confirmation of your MemoText® Account and other useful information to the e-mail address used by you in your application for registration.

4. Access to and use of MemoText.com
If you have a MemoText® Account and have registered for one or more MemoText® Services, then you may access and use the password-protected member sections of MemoText.com that relate to your account using your MemoText.com member ID and password.
You understand and agree that each message sent using MemoText.com and the MemoText® Services is the sole responsibility of the person from whom the message originated. This means that you, not us, are entirely responsible for the messages and the content of the messages you send using MemoText.com and the MemoText® Services. We do not control the content in messages sent by MemoText® members, and accordingly, do not guarantee the accuracy, integrity, quality or timeliness of messages or their content.
You agree that, in using MemoText.com and the MemoText® Services, you will not:

- send any message or any content that is offensive, indecent, objectionable, unlawful, harmful, hateful, racist, threatening, abusive, harassing, invasive of another’s privacy, tortious, libelous, defamatory, vulgar or obscene;

- “stalk” or otherwise harass another person;

- impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;

- send any message or any content that is unwelcome, including without limitation any unsolicited advertising, “spam”, junk mail, chain letters, promotional materials, “pyramid schemes” or any other form of unwelcome solicitation; or

- interfere with or otherwise attempt to disrupt or engage in any activity that could reasonably be expected to disrupt MemoText.com or the MemoText® Services or any servers or networks directly or indirectly connected to MemoText.com or any other Internet site or mobile communications device.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE OR RESPONSIBLE IN ANY WAY FOR MESSAGES OR THEIR CONTENT, INCLUDING BUT NOT LIMITED TO ANY ERRORS OR OMISSIONS IN ANY MESSAGES OR CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF MESSAGES OR CONTENT SENT USING MEMOTEXT.COM OR THE MEMOTEXT® SERVICES. WE ARE NOT RESPONSIBLE FOR ANY MISSED APPOINTMENTS OR ANY REPERCUSSIONS OF MISSED APPOINTMENTS DUE TO MESSAGE FAILURE FOR ANY REASON.

While we do not screen content, you acknowledge that we may (but are not obligated to), in our sole discretion, refuse to send or remove any messages or content from MemoText.com or the MemoText® Services, including without limitation any messages or content that violate or are inconsistent with the principles for message content articulated in this Agreement.
You agree that you must evaluate, and bear all risks associated with, the use of MemoText.com and the MemoText® Services, including without limitation, any reliance on the accuracy, completeness or usefulness of messages sent using MemoText.com and the MemoText® Services.
While a confirmation (including a unique ID code) will be sent to the e-mail address you supplied when registering confirming that one or more messages were sent, we cannot and will not be responsible for delivery of messages by third party carriers and telecommunications providers. We are not responsible and do not provide refunds related to messages sent by us that are not delivered by carriers or not picked up by recipients for any reason whatsoever. You acknowledge and understand that the technical processing and transmission of message will involve transmissions over various networks and may involve changes to conform and adapt to technical requirements of connecting networks or devices. For more information, please consult your carrier.
You are solely responsible for obtaining and maintaining all equipment, Internet browsers and telecommunications devices necessary to connect to and use the Internet, MemoText.com and the MemoText® Services.
You agree to comply with all applicable local, provincial and federal laws and regulations that relate to your use of activities with respect to MemoText® and MemoText.com.
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purpose, any portion of MemoText.com, the MemoText® Services or access to or use of MemoText.com or the MemoText® Services.
We are concerned about the safety and privacy of all of our members, especially minors. Parents who wish to permit their children who are under 18 should assist them in registration and supervise their use of the MemoText® Services.

5. Fees
You agree to pay all fees and charges pertaining to your use of MemoText.com and the MemoText® Services within all applicable deadlines. You acknowledge and agree that we may terminate this Agreement and suspend or terminate your MemoText® Services immediately if you do not pay all fees and charges as required.
You can upgrade or downgrade your account at any time in accordance with the current pricing arrangements posted on MemoText.com. Unused text message reminders that you are entitled to expire at 11:59:59 on the last day of the calendar month in which they were purchased.
Once a MemoText® message has been sent, it message cannot be changed or recalled and you will be responsible for all fees and other consequences associated with the sending of that MemoText® message.
Any and all fees pertaining to MemoText.com and/or the MemoText® Services are in addition to any fees, including airtime and/or SMS messaging charges, that you or any recipient of any MemoText® message from you may be charged by your or their telephone and Internet service providers. We are not responsible for any such charges.

6. Security and Third Parties
MemoText.com uses password and database security, including Secure Socket Layers (SSL) 128 bit encryption technology, to protect MemoText.com and the integrity and security of data contained in MemoText.com. However, you acknowledge and agree that the security and integrity of MemoText.com cannot be guaranteed. You agree that our security procedures for the site are reasonable and adequate for your use and that MemoText® will not incur any liability of any kind whatsoever with respect to such security measures.
You are solely responsible for maintaining the confidentiality and security of your Member ID and password. You agree to maintain your Member ID and password in a secure manner and to destroy it in a way that will make it unreadable when you dispose of any materials containing your Member ID and/or password. Any account activity undertaken with the use of your Member ID and password shall be conclusively presumed to be authorized by you. You agree to notify us in writing immediately at contact@MemoText.com if you know or suspect that your Member ID and/or password has been lost, stolen, or the subject of unauthorized use. You are solely and fully responsible for all actions and communications undertaken or transmitted under your password and/or MemoText® Account and you agree to comply with all applicable laws and regulations in connection with your use of MemoText.com.
It is your sole responsibility to ensure that you exit from your MemoText® Account by logging out at the end of each session. While we have no obligation to do so, you agree that we may log off accounts that are inactive for an extended period of time and that we will have no liability for doing so to you or to any third party.
As a convenience to you, MemoText.com may link to web sites operated by other entities. You acknowledge and agree that, because we have no control over those sites, we are not responsible for their availability, security, content, products or other materials on or available from such sites. Links do not imply that we endorse or are affiliated with any linked sites.

7. Privacy
This section covers our treatment of personal information (as defined in the Personal Information and Protection of Electronic Documents Act (Canada)) that you enter into MemoText.com or that we collect when you are on MemoText.com. This section does not apply to the practices of companies that we do not own or control or to people that we do not employ or manage, including without limitation, your telephone service provider.
You acknowledge and agree that you are solely responsible for ensuring that all information that you enter into MemoText.com is and collected, used and disclosed in compliance with the Personal Information and Protection of Electronic Documents Act (Canada) and all other applicable privacy laws. We will have no liability to you or to the recipient of any message from you to the extent such information is not collected, used and disclosed by any user in compliance with privacy laws.
We do not use any personal information you enter into MemoText.com for any purpose other than to provide the MemoText® Services and to answer your questions about the MemoText® Services and MemoText.com. If you choose not to complete the registration process, we delete all mobile numbers entered by you into MemoText.com instantly. We will not sell or rent personal information provided by you to us to anyone. We will not use or share any of this information with any third party except: (1) to our service providers, including telephone service providers, as required to operate MemoText.com and to provide the MemoText® Services; and (2) as required by law. In addition, we may communicate with you from time to time about your MemoText® account, updates and upgrades to the MemoText® Services and other MemoText® Services that are available, at your e-mail address provided to us by you as part of your registration for the MemoText® Services.
When you visit MemoText.com, our web servers may collect the name of the domain you used to access the Internet and the web site you came from and visit next. This information is used by us to measure the number of visits, average time spent, page views, and other statistics about visitors to MemoText.com in general. We may set and access cookies on your computer as necessary for the effective operation of MemoText.com and the provision of the MemoText® Services.

8. Changes to the Functionality of MemoText.com
We may change, modify, add, remove, suspend, cancel or discontinue any aspect of the MemoText® Service or MemoText.com, including the content of MemoText.com and/or the availability of any features of the MemoText® Service and/or MemoText.com at any time in MemoText’s discretion. We may also impose limits on certain features and services or restrict your access to all or part of the MemoText® Service and/or MemoText.com without notice or liability at any time. MemoText® may terminate your use of all or part of the MemoText® Service or MemoText.com at any time in its sole discretion, provided that, as your sole remedy, we will refund to you any prepaid fees actually paid by you specifically related to that service or functionality.

9. Indemnity and Liability
You agree to indemnify, defend and hold us harmless from and against any and all claims, demands, actions, losses, damages, fines, penalties, costs (including legal costs) and other liabilities of any kind whatsoever, incurred by us directly or in directly as a result of or in connection with: (1) your use of MemoText.com and the MemoText® Services in any manner that is not fully compliant with this Agreement; and (2) any content, data or other information or materials that you send, distribute, transmit or otherwise make available to any person using MemoText.com and/or the MemoText® Services.

YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE THE MEMOTEXT® SERVICE AND ACCESS TO MEMOTEXT® .COM ON AN “AS IS” AND AN “AS AVAILABLE” BASIS, THAT YOUR USE OF MEMOTEXT.COM AND THE MEMOTEXT® SERVICES IS AT YOUR OWN RISK, AND THAT WE MAKE NO REPRESENTATIONS, WARRANTIES OR COVENANTS WHATSOEVER WITH RESPECT THERETO. FOR GREATER CERTAINTY, WE DO NOT GUARANTEE THAT THE MEMOTEXT® SERVICES OR MEMOTEXT.COM WILL BE AVAILABLE, RUN DEFICIENCY-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL ERRORS OR DEFICIENCIES RELATED THERETO OR THAT ALL MESSAGES SENT BY YOU WILL ARRIVE AT THEIR INTENDED DESTINATION. WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE MEMOTEXT® SERVICE AND MEMOTEXT.COM, INCLUDING REPRESENTATIONS, WARRANTIES AND COVENANTS WITH RESPECT TO MERCHANTABILITY, SATISFACTORY QUALITY, SCALABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
EXCEPT FOR ANY OBLIGATION WE MAY HAVE TO PROVIDE A REFUND PURSUANT TO SECTION 0, OUR CUMULATIVE LIABILITY, INCLUDING ANY LIABILITY OF OUR AFFILIATES, AND OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, ADVISORS AND OTHER REPRESENTATIVES AND THOSE OF OUR AFFILIATES (COLLECTIVELY, “REPRESENTATIVES”) TO ANY PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE AND OTHER DAMAGES ARISING OUT OF OR RELATED TO CLAIMS IN CONNECTION WITH THIS AGREEMENT, THE MEMOTEXT® SERVICE AND MEMOTEXT.COM WILL NOT EXCEED TEN DOLLARS (USD $10).
THE FOREGOING LIMITS OF LIABILITY WILL OPERATE NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT OR IN ANY STATUTE, REGULATION, GUIDELINE, POLICY, RULE OF LAW OR OTHER LEGAL INSTRUMENT AND APPLY REGARDLESS OF THE BASIS ON WHICH ANY PERSON IS ENTITLED TO CLAIM, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT (INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH) OR TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION OR OTHER FAULT OF OURS, OUR AFFILIATES OR OUR OR OUR AFFILIATES RESPECTIVE REPRESENTATIVES), AND APPLY EVEN IF WE OR OUR AFFILIATES OR ANY OF OUR RESPECTIVE REPRESENATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU ACKNOWLEDGE AND AGREE THAT THE LIMITS OF LIABILITY SPECIFIED IN THIS AGREEMENT WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.
TO THE EXTENT YOUR JURISDICTION DOES NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL AND CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Termination
You agree that we may, in our sole discretion, terminate your password, member ID or account (or any part thereof) at any time if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. You agree that we may terminate or delete accounts that are inactive for an extended period of time at our discretion. You agree that termination of your access to the service under any provision of this Agreement may be effected without prior notice and you acknowledge and agree that we may immediately deactivate or delete your account, including all related information and pending messages and/or bar any further access to MemoText.com or the MemoText® Services. You agree that we will not be liable to you or any third party for termination of your access to or use of MemoText.com or the MemoText® Services. You further agree that we may change these general practices and limits at any time, in our sole discretion, without notice.

11. International Use and Choice of Law; Statute of Limitations
Use of the MemoText® Service and access to and use of MemoText.com is prohibited from locations where the associated services or content is illegal. You recognize the global nature of the Internet and you agree to comply with all local rules regarding online conduct and acceptable content in any jurisdiction from which you are using MemoText.com and the MemoText® Services and any jurisdiction to which you are sending messages. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data from Canada or the country in which you reside.
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to the conflicts of laws provisions. For all disputes arising from or related to this Agreement, the MemoText® Service or MemoText.com, you agree to submit to the personal and exclusive jurisdiction of the provincial and federal courts located in Ontario. You agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have with respect to your use of the MemoText® Services and MemoText.com must be commenced within one (1) year after the claim or cause of action arose or forever be barred.

12. Copyright notice; Ownership
The MemoText.com Internet site is protected by copyright laws and treaty provisions. The MemoText® name, logo are trademarks of Enterprising Vision Inc. You agree to comply with all copyright laws in your use of MemoText.com and the MemoText® Services. No part of the materials on MemoText.com, including the any and all site text and graphics, may be reproduced or transmitted without our prior written consent.
You acknowledge and agree that, as between you and us, MemoText.com and the MemoText® Services are owned by us and that you do not acquire any intellectual property or other rights in them as a result of your use of MemoText.com or the MemoText® Services. Any access and use rights granted to you by us with respect to MemoText.com and the MemoText® Services are not to be construed as a sale, transfer, assignment or other conveyance by us of our intellectual property and other rights in MemoText.com or the MemoText® Services.
We do not claim ownership of the content of any message.

13. Assignment
You cannot assign all or part of this Agreement without first getting our written approval. We can assign all or part of this Agreement without your consent by telling you about the assignment in writing, including, if we choose, by posting notice of the assignment on MemoText.com. This Agreement will bind you, your successors and your permitted assigns and us, our successors and our permitted assigns.

14. General
This Agreement constitutes the entire agreement between you and MemoText® relating to the MemoText® Service and MemoText.com and may be amended or modified only as described herein.
If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement will continue in full force and effect.
You agree that our conduct, actions or failure to enforce all or part of this Agreement does not waive any of our rights hereunder or change your obligations hereunder, unless you and we agree to and sign an amendment in writing.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.

15. Violations
Please report any violations of this Agreement to amos@memotext.com

16. For Residents of Quebec
It is agreed that it is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Il est la volunté expresse des parties que cette convention et tous les documents s’y rattachant soient rédigés en anglais.