General

Terms of Service

These Terms of Service (“Terms of Service”) govern your access to and use of LUNARHAT LLC. (the “Company,” “us,” “we,” and “our”) software and services including the ENGRAM software and any other software, services, features, products, content, applications and training offered by us from time to time (collectively the “Services”) identified in one or more agreements made available by us from time to time (each an “Access Agreement” and collectively, the “Access Agreements”).

Acceptance

By using or accessing the Services or ENGRAM, you accept and agree to be bound by (i) these Terms of Service, (ii) all Access Agreements to which you are party, which are hereby incorporated herein by reference, and (iii) our Privacy Policy, found at https://engramapp.com/privacy (the “Privacy Policy”) which is incorporated herein by reference (collectively referred to as the “Agreement”).

This Agreement constitutes a binding agreement between the Customer (“Customer,” “you,” and “your”) and the Company. This Agreement represents the parties’ entire understanding regarding the Services and shall govern over any prior oral or written agreement or discussions or different or additional terms or conditions of any purchase order, invoice or other non-Company ordering document. No other terms or conditions of any purchase order, invoice or other non-Company ordering document shall apply to the Services.

The Company may modify, supplement or amend these Terms and Conditions. If you have an account with us, you will be notified by email and given an opportunity to accept the changes.

License

Subject to your compliance with this Agreement and your payment of any applicable fees, the Company grants you a non-transferable, non-exclusive, worldwide right to access and use the purchased Services in accordance with the terms set out in this Agreement (the “License”).

The License is granted on a per-user basis and is valid for use on all supported operating systems. A License may be used on multiple computers and operating systems, provided that only the proper registered user of such License accesses or makes use of the applicable Services.

Licenses are non-transferrable and may not be distributed, sold, rented, leased or otherwise assigned or transferred to any third party(ies).

Engram

A. Personal Use. A License permits use of ENGRAM for free for your own, private, non-commercial purposes (e.g. taking notes, doing research) (“Personal Use”). For the avoidance of doubt, the use of ENGRAM for the exercise of your own trade or profession for which you are compensated compensation (e.g. teamwork with colleagues, writing work reports, etc.) does not qualify as Personal Use.

B. Not For Profit Use. A License permits use of ENGRAM for free by registered charitable and not-for-profit organizations; provided, that such use is not in connection with non-Personal Use by any other Person.

C. Commercial Use. In all other circumstances, a License permits the use of ENGRAM for free for commercial purposes by for-profit organizations, as well as government entities.

Catalyst

CATALYST is a special purpose license granting early access to exclusive ENGRAM versions. CATALYST is not required for use of ENGRAM.

Not Professional Advice

ENGRAM and our other Services assist you to build a digital knowledge base with decks you or other people make. However, any materials available through ENGRAM and/or other Services and any information, training and/or advice provided, (collectively, the “Service Materials”) are for informational purposes only; they are not guaranteed to be correct, complete or up-to-date, and use and work product resulting from the use of ENGRAM and our other Services will be yours. You understand that our providing of ENGRAM and any other Services to you does not constitute any guarantee of a particular outcome or otherwise make us responsible in any way for the success or failure of any project you undertake in connection with the use of ENGRAM and any other Services.

Use of Services

You may use the Services only if you have reached the age of majority where you live, and you can form legally binding contracts under applicable law. You may not use the Services if you live in a jurisdiction where access to or use of the Services or any part of them may be illegal or prohibited. It is solely your responsibility to determine whether your use of the website is lawful, and you must comply with all applicable laws.

You are prohibited from contributing, posting or transmitting to the Services any infringing, unlawful, threatening, libelous, defamatory, obscene, indecent, inflammatory, pornographic or profane content or any content that could constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise violate any law. Any content you contribute, post or transmit to the Services may not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. The Company reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

In its sole discretion, in addition to any other rights or remedies available to the Company and without any liability whatsoever, at any time and without notice may terminate or restrict your access to any component of engramapp.com.

Fees and Payment

Fees

You agree to pay all fees set out in an Access Agreement. All fees are non-cancellable and non-refundable and are based on Services purchased and not actual usage. Unless otherwise agreed between you and us, charges may be paid by credit card, electronic funds transfer or bank/wire transfer. For the avoidance of doubt, you shall not be entitled to any refund in the event of unused Services.

Payment Terms

Unless otherwise set out in the Access Agreement, Service fees are payable at the time of entrance into an Access Agreement. All fees are exclusive of taxes, levies or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies or duties (excluding taxes based on the Company’s income), even if such amounts are not listed on an Access Agreement. Customer shall pay all fees in Canadian Dollars or in such other currency as agreed to in writing by the parties without set-off or deduction.

Suspension Rights

We reserve the right to immediately terminate the Services if: (i) the billing or contact information provided by you is false or fraudulent; or (ii) you fail to make any payment due within ten business days after we have provided you with notice of such failure. Any suspension of the Services by us under this section shall not relieve you of your payment obligations under this Agreement. We will not be liable to you nor to any third party for any suspension of the Services resulting from your non-payment of fees.

Content and Ownership

Content

The Services contains Content owned by the Company, its suppliers or licensors (“Company Content”). The Company, its suppliers and licensors own and retain all rights, including all intellectual property rights, in and to the Services and the Content. The Services and Content are protected by copyright, trademark, patent, trade secret and other laws.

You must not remove or alter any copyright notices on any copy of ENGRAM or other Software.

Ownership

ENGRAM and any other Services are licensed and not sold to you. All rights not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any Content or other Content appearing on or through the Services. You must not modify, build upon or block any portion or functionality of the Services. We grant you a limited, revocable, non-sublicensable license to use the Content (excluding software code) in connection with using the Services in accordance with an Access Agreement. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Services. You may use the Services only as permitted by law. The licences granted by us terminate if you do not comply with this Agreement.

Software

We grant you a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license to install and execute ENGRAM and other Service-related software (“Software”) on machines operated by or for you solely to permit you to use the Services in accordance with an Access Agreement. Any Software is licensed and not sold. Software may include code that is licensed under third party license agreements, including open source, made available or provided with the Software, as applicable. The Company, its suppliers and licensors own and retain all rights in the Software. The Software is protected by copyright, trademark, patent, trade secret and other laws.

The Software includes official plugins incorporated into the software installation package provided by the Company. The Software does not include any other plugins, extensions, or software components created by and/or distributed entities other than the Company for integration into or use with the Software (“Third Party Plugins”).

Restrictions

Customer shall not (and shall not permit others to): (i) license, sub-license, sell, transfer, distribute or share the Services or Software or make any of them available for access by third parties; (ii) create derivative works based on or otherwise modify the Services or Software; (iii) disassemble, reverse engineer or decompile the Services or Software or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services, except for the purpose of developing Third Party Plugins for non-commercial use; (iv) access the Services or Software in order to develop a competing product or service; (v) use the Services or Software to provide a service for others; (vi) remove or modify a copyright or other proprietary rights notice on or in the Services or Software; (vii) use a computer or computer network to cause physical injury to the property of another; (viii) violate any applicable law or regulation; (ix) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services or Software; (x) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services or Software; (xi) cause a computer to malfunction, regardless of how long the malfunction persists; or (xii) alter, disable, or erase any computer data, computer programs or computer software without authorization.

While using Engram Sync, the Customer is entitled to upload notations, text and data created by or otherwise provided by the Customer (“User Provided Content”). The Customer represents and warrants that the Customer owns all rights, title, and interests in and to any User Provided Content and the provision of User Provided Content will not violate this Agreement, any applicable law or any third party’s intellectual property or other rights.

Engram assumes no responsibility for, and is not obligated to monitor, User Provided Content. Engram nonetheless reserves the right to investigate User Provided Content and block access to, refuse to host, or remove any User Provided Content that it deems, in its sole discretion, to be in breach of these Terms of Service.

Modifications

We are entitled to modify or update the Services or Software from time to time in order to adapt it technically, or to expand or limit functionality.

Security and Privacy

Passwords and Security

In order to use ENGRAM and/or our other Services, you may have to register and create an Account with us and provide one or more names, email addresses, login usernames, license keys and/or passwords (together, “ID”). You are responsible for maintaining the confidentiality of your IDs (especially the login usernames and password). You agree not to use your IDs, usernames or passwords of any third party or disclose your IDs, usernames or passwords to any third party. You are responsible for any and all activity that occurs on your Account. If you suspect any unauthorized use with your Account, you must notify us immediately. You agree to provide us with are correct and complete Account information at all times and inform us of any changes to the information you have provided. We will, in accordance with our Privacy Policy, keep your usernames and passwords confidential.

Privacy Policy

Our collection and use of your information is governed by our Privacy Policy, the terms of which appear on engramapp.com here https://engramapp.com/privacy and are incorporated into this Agreement. You understand that through your access and/or use of the Services, you consent to the collection and use of this information, including the transfer of this information to Canada and/or other countries for storage, processing and use by us. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account. Security

The Services are provided by us from data center facilities to which Users have remote access via the internet in conjunction with certain offline components provided by us under this Agreement. We may use third party service providers to provide limited parts of the Services from time to time, including data storage and processing, and you consent to us subcontracting these services to those third parties. We implement security procedures to help protect your data from security attacks. However, you understand that use of the Services necessarily involves transmission of your Customer Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your Customer Data lost, altered, intercepted, copied or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Customer Data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third party service providers. If you become aware of any security breach in the Services, you agree to promptly notify us. All data at rest is encrypted and all data in transit is encrypted.

Networks

Technical processing and transmission of the Services, may involve: (i) transmissions over various networks; and/or (ii) changes to conform and adapt to technical requirements of connecting networks or devices. Use of or connection to the internet provides the opportunity for unauthorized Persons to circumvent security precautions and illegally gain access to the Services, the Customer Data or the Customer Content. We do not guarantee the privacy, security or authenticity of any content, data or information transmitted over or stored in any system connected to the internet.

Maintenance and Repairs

We use commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free. However, due to the nature of the internet, this cannot be guaranteed. Also, your access to Services may be occasionally suspended or restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction, and we will use commercially reasonable efforts to alert or notify you in the event of any scheduled or non-scheduled suspension of Services. Due to the nature of technical outages, we cannot guarantee notice prior to unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.

Third Party Services

Third Party Services

The Services may contain features or functionality designed to interact and/or integrate with software, applications or services that are provided by a Person other than the Company (“Third Party Services”). To use these features, you may be required to obtain access to such Third Party Services from their providers, pay fees to the provider of such Third Party Services and/or agree to separate license agreements or terms with those providers. In order to use the Services, you may be required to grant us access to your Accounts to such Third Party Services. You expressly permit us to share Customer Content in conjunction with the Third Party Services and Customer Data with Third Party Service providers. The Third Party Services may import or export data related to your Account, activity and/or content and otherwise gather data from you. Responsibility

We are not responsible for any Third Party Services or for any act or omission of any third party. The Company does not own, operate or endorse any Third Party Services and does not warrant any Third Party Services. You agree to assume all risks and liabilities associated with the use of any Third Party Services. Third Party Services are operated independently of us and we do not guarantee the availability of any Third Party Services. If the provider of any such Third Party Services ceases to make the Third Party Services available for interoperation with Services, the Company may cease providing such features or functionality without entitling Customer to any refund, credit or other compensation. You agree to use the Services only in compliance with the terms and conditions associated with any Third Party Services. We advise you to check the terms of use and privacy policies for all Third Party Services to ensure compliance and determine how they may use your information.

Disclaimer of Warranties

Disclaimer of Warranties

All Services are provided “as is” and on an “as available” basis. Neither the Company nor its suppliers or representatives make any warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or noninfringement. The Company makes no representation, warranty or guarantee that the Services will meet Customer’s requirement or expectation, that will be accurate, complete or preserved without loss, or that the Services will be timely, secure, uninterrupted or error-free. The Company does not guarantee that security measures will be error-free and will not be responsible or liable for unauthorized access beyond its reasonable control. The Company will not be responsible or liable in any manner for any Customer properties, third party products, third party content, or non-Company services (including for any delays, interruptions, transmission errors, security failures, and other problems caused by these items), for regulated data received from the Customer in breach of this Agreement, for the collection, use and disclosure of Data authorized by this Agreement or for decisions or actions taken (or not taken) by Customer based upon the Services. Customer acknowledges that the Company is not a business associate or subcontractor. The disclaimers in this section shall apply to the maximum extent not prohibited by applicable law, notwithstanding anything to the contrary herein. Customer may have other statutory rights. However, any statutorily required warranties under applicable law, if any, shall be limited to the shortest period and maximum extent permitted by law. Indemnification

By the Company

We will indemnify, defend and hold harmless Customer from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Customer to the extent based on an allegation that the Company’s technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent or trademark right of a third party that is issued or registered in Canada or the United States. In no event will we have any obligations or liability under this section arising in whole or in part from any content, information or data provided by the Customer or other third parties, nor arising from the use or content of Third Party Plugins. The Company shall not be required to indemnify Customer in the event of: (a) modification of the Services by Customer, its employees, or contractors in conflict with Customer’s obligations or as a result of any prohibited activity as set forth herein; (b) use of the Services in a manner inconsistent with any guidance, materials or documentation provided by us; (c) use of the Services in combination with any other application, product, or service not provided by the Company if such claim would not have occurred without such combination; or (d) use of the Services in a manner not otherwise contemplated by this Agreement. Customer Indemnification

Customer shall indemnify, defend and hold harmless the Company from and against all liabilities, damages and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Company or its affiliates regarding: (i) Customer Content or Customer Data; (ii) Customer’s use of the Services in violation of this Agreement; and/or (iii) violations of Customer’s obligations of privacy to any Person.

Possible Infringement

If we believe the Services infringe or may be alleged to infringe a third party’s intellectual property rights, then we may: (i) obtain the right for you (at our expense) to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If we do not believe that the options described in this section are commercially reasonable, then we may suspend or terminate Customer’s use of the affected Services (with a pro-rata refund of prepaid fees for the Services).

Customer shall ensure that their use of the Services does not infringe a third party’s intellectual property rights. The Company may remove Customer Content published through Engram Sync if required by law.

Process

The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (ii) the other party may join the defense with its own counsel at its expense.

Exclusive Remedy

The indemnities above are the Company’s and Customer’s only remedy under this Agreement for third party infringement claims and actions.

Limitations of Liability and Damages

Limitations of Liability

TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO THE COMPANY FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY COMPANY TECHNOLOGY OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Confidential Information

Confidential Information

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (together “Confidential Information” of the Disclosing Party). Such information includes, without limitation, information relating to pricing of Services, Customer Data and IDs. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as permitted in this Agreement) or divulge to any third person such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after five years following the termination of this Agreement or any Confidential Information that the Receiving Party can demonstrate that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (v) is required by law. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party.

Term and Termination

Term

This Agreement shall commence on the date set out in the first Access Agreement and shall remain in effect through the end of the provision of Services in accordance with any current Access Agreement, unless terminated earlier pursuant to the terms of this Agreement (the “Term”). Termination

Either party may terminate this Agreement effective immediately upon written notice: (i) if the other party materially breaches a material obligation under this Agreement and, if such breach is capable of cure, does not cure the breach within ten (10) days after receiving written notice thereof from the non-breaching party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors.

Effect of Termination

Upon expiration or other termination of the Services for any reason, your right to access and use the Services shall terminate. If you terminate this Agreement or any Access Agreement solely due to a material breach of this Agreement by us, we agree to refund all prepaid fees for the remaining portion of the Term for the terminated Services within thirty (30) days after the date of termination. If we terminate this Agreement or any Access Agreement for your material breach, all fees set out on such Access Agreement shall be immediately due and payable.

Return of Customer Data

At the end of the Term, the Company shall have the right to delete all of Customer Content and Customer Data at any time and cancel your Account with us. You acknowledge and agree that archived versions of the Services may include archived copies of Customer Content and Customer Data which may be retained by us for an archive cycle.

Links and Software

The engramapp.com website contains links to websites owned or operated by other entities which are not associated or affiliated with the Company. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by the Company of the linked website or information contained in the linked website, or of their security or privacy practices. The Company will not be responsible for the content of any other linked websites and makes no representation or warranty regarding any other websites or the contents on those websites. If you decide to access other websites, you do so at your own risk.

Linking to any other website is at your sole risk, and the Company will not be responsible or liable for any damages in connection with such linking. In addition, the Company does not endorse or approve of any websites linked from or to engramapp.com, except for other websites operated by the Company.

Neither the availability of Third Party Plugins, nor the linking to of Third Party Plugins on engramapp.com or other websites operated by the company, implies endorsement, investigation or verification by the Company of the Plugin, its content or functionality, or of its creators’ or distributors’ security or privacy practices. Use of Third Party Plugins are at your sole risk, and the Company will not be responsible or liable for any damages in connection with their use.

Framing of the engramapp.com website or any of its content in any form and by any method is strictly prohibited.

You may not gather, extract, reproduce and/or display on any other non-Company website or other online service, any material on or from engramapp.com or the Services, whether or not by the use of spiders or other ‘screen scraping’ software or system used to extract data without the express consent of the Company.

Survival

Upon termination of this Agreement for any reason, Customer shall pay all amounts owed hereunder. Sections hereof that, by their terms, require continuing survival (including without limitation provisions related to ownership of content and intellectual property, limitations of liability and confidentiality) together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.

General Provisions

Definitions

Capitalized terms used in this Agreement, and not otherwise defined in this Agreement, shall have the following meanings:

“Account” means any account, which includes a username and password, used by Customer to access and use the Services.

“Applicable Laws” means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such word is used.

“Customer Content” means content the Customer shares with or provides to the Company or the public through the use of the Services.

“Customer Data” means non-anonymized electronic data pertaining to Customer that is collected and/or processed using the Services, including personal information, login credentials, and other information that relates to such parties’ use of the Services.

“Content” means any all content, data and other materials including, without limitation, images, trademarks, html e-mail codes, live streams, documentation, reports, materials, files, text, logos, artwork, graphics, pictures, advertisements, works, works of authorship or any other intellectual property contained in any such materials.

“Person” means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.

“Users” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Services for Customer’s benefit and have unique user identifications and passwords for the Services.

“ENGRAM” means the code, technology and servers used in the operation and provision of the Services and includes all incorporated Software and any related materials and documentation.

Assignment

You may not assign this Agreement, nor any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent. We may assign this Agreement, as well as any of our obligations or rights, to a successor entity resulting from a merger, acquisition or consolidation involving the Customer.

Conflict

In the event of any conflict between these Terms of Service and an Access Agreement, the terms of the Access Agreement shall govern.

Notice

Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); or (iii) first business day after sending by email. Notices shall be sent to the parties as set forth in the applicable Access Agreement.

Force Majeure

Except for your obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include, without limitation, accidents, acts of God, labour disputes, actions of any government agency, shortage of materials, acts of terrorism or the stability or availability of the Internet or a portion of it.

Waiver

A waiver of any right is only effective if it is in writing and only against the party who signed such writing and for the circumstances given.

Relationship of the Parties

The parties are Customer and service provider. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship.

Governing Law; Venue; Time for Bringing Action

This Agreement shall be governed by the laws of the Province of Ontario and the laws of Canada applicable in that Province. Any action or proceeding arising from or relating to this Agreement may only be brought in the courts located in Kitchener, Ontario and each party irrevocably submits to such exclusive jurisdiction and venue. The United Nations Convention on Contracts for the International Sale of Goods (also called the Vienna Convention, and which is cited in the statutes of Canada as the International Sales of Goods Contracts Convention Act) will not apply to this Agreement or the transactions contemplated by this Agreement. No cause of action arising hereunder or relating hereto may be brought more than one (1) year after it first accrues. It is the express will of the parties that this agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.

Additional Terms

Additional terms and conditions apply to purchases of products and services.

Severability

The terms and conditions of this Agreement will be severable. In the event that any provision is determined to be unenforceable or invalid, that provision will nonetheless be enforced to the fullest extent permitted by applicable law, and that determination will not affect the validity and enforceability of any other remaining provisions of this Agreement.

Headings

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.

Entire Agreement

This Agreement, together with those incorporated or referred to in this Agreement, constitute the entire agreement between us pertaining to the subject matter of these Terms and Conditions, and supersede any prior agreements, understandings, negotiations and discussions, whether electronic, oral or written, regarding the subject matter of these Terms and Conditions, and may not be amended or modified except by the Company as set out above. There are no representations, warranties or other agreements between us.

Electronic Communications

When you visit engramapp.com or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. Business Name and Business Ownership

The legal business name of the Company is LunarHat L.L.C.. Please direct enquiries to [email protected].

International Users

The Services are controlled, operated and administered by the Company (or its licensees) from its offices within Canada and is not intended to subject the Company to the laws or jurisdiction of any state, country or territory other than those of Canada. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You are also subject to Canadian export controls and are responsible for any violations of such controls, including without limitation any Canadian embargoes or other federal rules and regulations restricting exports. Additional charges such as customs, fees, taxes, and import duties are the responsibility of the buyer. Without limiting the foregoing, the Company may limit the availability of the Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

If you have any questions about these Terms of Service or if you wish to provide any feedback with respect to the Services, please contact us at: [email protected].