Memocule Software Licence Agreement

1. Licence

1.1. Under this Software License Agreement (the "Agreement"), Memocule (the "Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the "License") to use Memocule System (the “Software").

1.2. ”Software” includes the executable computer programs, the source code and any related printed, electronic and online documentation and any other files that may accompany the product.

2. Rights

2.1. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a license for use only and is not in any way a transfer of ownership rights to the Software. The Software may not be modified, reverse-engineered, or de-compiled in any manner.

2.2. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity. The Licensee may not make available the Software for use by one or more third parties.

3. Liability

3.1. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor shall be limited to a maximum of the previous 12 months subscription fees of the Software. The Vendor shall not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

3.2. The Vendor shall be free of liability to the Licensee where the Vendor is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake, typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has taken any and all appropriate action to mitigate such an event.

4. Warranty

4.1. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software shall be suitable or appropriate for the specific requirements of the Licensee. The Vendor does not warrant that use of the Software shall be uninterrupted or error-free.

5. Term

5.1. All terms, conditions and obligations of this Agreement shall be deemed to be accepted by the Licensee ("Acceptance") on the first use of the Software. The term of this Agreement shall begin on Acceptance and shall remain as long as subscription fees dues are no more than 30 days in arrears and has not been otherwise terminated.

5.2. This Agreement shall be terminated and the License forfeited forthwith where the Licensee has failed to comply with any of the terms of this Agreement or is in breach of this Agreement. On termination of this Agreement for any reason, the Licensee shall forthwith cease using the Software and destroy any copies the Software.

6. Dispute Resolution

6.1. Any dispute arising out of or in connection with this agreement shall, in the first instance, be subject to mediation between the parties in an attempt to reach a lasting settlement. In the even that such mediation does not result in a settlement being reached within 56 days from the issuing by a party of a notice to submit to mediation, the said dispute shall be fully and finally resolved by arbitration under the rules and auspices of CEDR, seated in London, and by a sole arbitrator appointed in accordance with the said rules.

6.2. The governing law of this agreement including clause 6.1 shall be the law of England and Wales.

6.3. All notices to the Vendor under this Agreement are to be sent electronically to legalⓐmemocule๏com