MEMOTEXT® USER AGREEMENT
IMPORTANT: YOU MUST REVIEW AND AGREE
TO THIS MEMOTEXT® USER AGREEMENT
BEFORE YOUR REGISTRATION FOR MEMOTEXT®
CAN BE COMPLETED.
IF YOU CLICK ON THE “I ACCEPT”
BUTTON BELOW, YOU WILL BE INDICATING
THAT YOU HAVE READ, UNDERSTAND AND AGREE
TO BE BOUND BY THIS MEMOTEXT®
USER AGREEMENT IN YOUR USE OF MEMOTEXT®
AND THE MEMOTEXT® INTERNET SITE.
PLEASE RETAIN A COPY OF THIS AGREEMENT
FOR YOUR RECORDS.
IF YOU DO NOT AGREE WITH ANY OF THE
TERMS AND CONDITIONS IN THIS MEMOTEXT®
USER AGREEMENT, CLICK “I DECLINE”
AND YOU WILL BE RETURNED TO THE MEMOTEXT.COM
HOME PAGE WITHOUT BEING REGISTERED FOR
THE MEMOTEXT® SERVICES THAT BROUGHT
YOU TO THIS WEB PAGE.
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
If you click on the “I Accept”
button below, 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 clicking on the “I accept”
button below, 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,
libellous, 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 r 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 @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.
