MemoThis™ - Let your voice be heard online, anywhere...anytime™

Thank you for your interest in MemoThis. The MemoThis software is fully owned and operated by MTI™ Co., Ltd. ("MTI," "We" or "Us"). MTI is willing to license the MemoThis software (""Software"") and allow the use of the services available on the MemoThis Web site located at http://www.memothis.com (the "Site") and described more fully herein only to those that accept all the terms of this Agreement ("You"). By clicking on "OK" to this Agreement and/or by using the ""Software"" and/or "Site,” you are indicating that you agree to be bound by all of the terms in this Agreement. MTI reserves the right, in its sole discretion, to update or modify this Agreement at any time. Your continued use of the "Software" and/or "Site" following the posting of any changes to this Agreement constitutes your acceptance of those changes. Please review the most current version of this Agreement at any time on the home page of the "Site" or by clicking on http://www.memothis.com. A copy of this Agreement may be downloaded, stored or printed.

(a) The "Software" provides you with a toolbar which will be located in your web browser upon installation ("Toolbar") and which provides you with the ability to produce multi-layers and paste them on the URL which you visit whenever you like with online content, including text, images, files, and other types of information ("Content"). You can add your own keyword identifiers ("Tags") and a title to each piece of "Content" and save them, along with any other information you provide, on MTI’s servers as databases. "Content" can be saved for your own personal use, shared with third parties online and/or posted publicly on the "Site" in accordance with the terms of this Agreement and Our Privacy Policy ("Authorized Use"). As used in this Agreement, to "Memo" means to produce multi-layers and paste them any web pages you want on the World Wide Web ("Web") and write, place or link to such "Content" in a "Memo.”
(b) "Site" may include advertisements and other content provided by MTI or third parties.
(c) To access and use the "Software" and "Site" you must have equipment necessary to access the Web, including a computer and modem or other access devices, and must have access to the Web (e.g., through a Internet Service Provider) and pay any necessary access fees.

MTI grants you a limited, non-exclusive, non-transferable, non-assignable license to: (a) install the "Software" solely for your personal, non-commercial use; and (b) use the "Software" and "Site" solely in accordance with their Authorized Use. All rights not expressly granted to you herein are reserved by MTI.

(a) Upon installing the "Software" you will create a user name and password which you will need in order to access certain aspects of the "Software" and "Site." You are responsible for maintaining the confidentiality of your user name and password and are fully responsible for all activities that occur on the "Site" under your user name. Your user name will also be your alias on the "Site" and will be associated with, among other things, all of the information you save to the MemoThis servers and all of the comments on the "Site.” We reserve the right to require you to change your user name in the event we determine, in our sole discretion, that the user name you created is offensive. You agree to immediately notify MTI of any unauthorized use of your user name or password, or any other breach of security, and to ensure that you logout at the end of each Service session. MTI cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 4(a).
(b) Upon installing the "Software" you will also be asked to provide a working email address. This email address will not be distributed to third parties and will be used (1) to email you an authorization link upon your completion of the registration process that will activate your MemoThis account, (2) to respond to your customer support inquiries and forgotten password requests, (3) to keep you informed about updates to the "Software" and "Site" and (4) as otherwise provided in the MemoThis privacy policy (available a http://www.memothis.com)

(a) You agree not to:
(i) engage in any commercial activity via the creation and transmission of MemoThis;
(ii) sublicense, sell, rent, lease, transfer or exploit any right in any portion of the "Software" or "Site,” including without limitation the "Toolbar";
(iii) reproduce, modify, publish, publicly display, distribute, adapt, translate, or create derivative works of the "Software" or "Site,” including without limitation the "Toolbar";
(iv) sell information associated with the "Software" and/or "Site";
(v) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the "Software" and/or "Site" or obtain the intellectual property, trade secrets or other proprietary information embodied in the "Software" and/or "Site";
(vi) remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to or accessed in conjunction with the "Software" and/or "Site";
(vii) damage, disable, overburden, interfere with, disrupt or impair the "Software" and/or "Site,” or servers or networks connected to the "Software" and "Site,” in any manner (e.g., you may not use this "Software" and/or "Site" in an automated manner); (viii) abuse, harass, threaten, impersonate or intimidate other user of the "Software" or "Site" or otherwise interfere with any other party's use and enjoyment of the "Software" and/or "Site" in any manner;
(ix) use the "Software" or "Site" in a manner that intentionally or unintentionally violates any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission and any rules of any national or other securities exchange;
(x) impersonate any person or entity or misrepresent your affiliation with a person or entity whose "Content" appears in a “Memo" you create, transmit or post to the "Site";
(xi) use the "Software" and/or "Site" in any manner contrary to their Authorized Use;
(xii) modify, adapt or hack the "Site" or modify another web site so as to falsely imply that it is associated with MTI, the "Site" or "Software";
(xiii) create or submit unwanted e-mail messages to any other users of the "Site" or "Software"; or
(xiv) transmit any worms or viruses or any code of a destructive nature via the "Software" or "Site.”
(b) You further agree not to use the "Software" and/or "Site" to upload, post, transmit or otherwise disseminate, via memos or MemoThis, "Content" or other data:
(i) that you do not have a right to transmit under any law or under any contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as a part of employment relationships or under non-disclosure agreements);
(ii) that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(iii) that is unlawful, harmful, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, pornographic, abusive threatening or otherwise objectionable; or
(iv) that contains viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer service or hardware or telecommunications equipment.

(a) The "Software" and "Site" allows you to write and save “Memo” for any web pages you need and transmit such "Memo" to others, including by posting it to the MemoThis severs. You understand and acknowledge that the "Content" with a "Memo" is the sole responsibility of the person or entity from which such "Content" originated and that MTI does not endorse and is not responsible or liable for any such "Content." You, not MTI, are solely responsible for any and all "Content" that you paste and/or any "Memo" that you post to the "Site" or otherwise transmit. MTI does not control the "Content" pasted by you or any other user, or any other comments or editorial content ("Commentary") posted by you or any other user on the "Site,” and is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such "Content" or "Commentary.” You agree that you must evaluate, and bear all risks associated with, the use of any "Content" or "Commentary," including any reliance on the accuracy, completeness or usefulness of such "Content" or "Commentary." You further agree that you must evaluate, and bear all risks associated with, the viewing and use of any "Memo" or "Commentary" created by other users, including any reliance on the accuracy, completeness or usefulness of such "Memo" and their "Content" or "Commentary." You understand that while MTI prohibits the posting of objectionable "Content" and "Commentary" on the "Site," it does not prescreen posted "Memo" or "Commentary." As such, you acknowledge and agree that by using the "Site" you may be exposed to "Content" or "Commentary" that you might find to be objectionable, inappropriate or offensive, that MTI shall not be responsible for any such "Content" or "Commentary" and that you use the "Site" at your own risk.
(b) The "Software" allows you to "save" "Memo" on our servers. MTI reserves the right in its sole discretion to access, store and disclose "Content" from user "Memo" or "Commentary,” or user registration information, if MTI believes in good faith that such action is reasonably necessary to enforce the terms of this Agreement or its copyright and intellectual property policy, comply with any applicable laws, rules or regulations, operate its systems properly, or protect the rights or property of MTI, its users, visitors or others.
(c) Registered users have the ability to post "Memo" publicly on the "Site" in the MemoThis servers. "Site" visitors may, among other things, view, rate, search for, post Commentary about, and share the "Memo" that are posted on the "Site" in the MemoThis Public Library. Registered users have the opportunity to add Tags to each "Memo" they save. These Tags will be visible alongside each "Memo" posted to the "Site" and will affect future search queries that you and other visitors to the "Site" conduct. For "Memo" you save in the MemoThis servers, you agree to provide Tags that are relevant to the content of the "Memo" and that are not offensive, libelous, misleading, defamatory or otherwise harmful. When posting a "Memo" to the "Site" you will also have the opportunity to provide a title and comments for the "Memo." The title and comments you provide may also impact future search queries done by visitors to the "Site" and will be visible alongside your posted "Memo." For "Memo" you save in the MemoThis severs, you agree to provide titles and descriptions that are relevant to the content of the "Memo" and that are not offensive, libelous, misleading, defamatory or otherwise harmful. MTI reserves the right, but not the obligation, to review all "Memo" to ensure that they have Tags which are relevant to their content and have accurate and appropriate titles and descriptions. MTI shall have the right in its sole discretion to change the Tags and/or modify the title and description for any "Memo" in the MemoThis servers.
(d) By saving a "Memo" in the MemoThis servers, the user grants MTI the royalty-free, perpetual, irrevocable, non-exclusive, transferable right to use, reproduce, distribute, transmit, disseminate, display, publish, modify, perform and create derivative works of such "Memo" (in whole or in part) worldwide and to incorporate it in other works in any form, media or technology now known or later developed.
(e) MTI does not pre-screen the "Content" or other information such as Tags, titles, or other Commentary that is incorporated into "Memo" by our users and takes no responsibility for "Content" that is pasted by our users or the Commentary that is posted on the "Site.” Nevertheless, we reserve the right, but not the obligation, to remove any "Memo" or Commentary from the "Site,” in our sole discretion. Without limiting the foregoing, we shall have the right in our sole discretion to remove any "Memo" or Commentary, and to disable or disallow any 'Memo" or Commentary which we deem to violate this Agreement or otherwise be objectionable, including, without limitation, "Memo" or Commentary that are unlawful, harmful, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, pornographic, abusive or threatening. In addition, MTI reserves the right to gather information from the source page from which you paste "Content.” Such information may include, but is not limited to, Meta data, text from the web page and the address of the web page. We may, in Our sole discretion, set up procedures to automatically block "Memo" from being added to the MemoThis servers that: were created by certain users; were created from specific web pages or sites; contain certain Tags or "Content"; or for any other reason, including information We gather from the Memo’s source page. We also reserve the right to set up procedures that allow individual users, at their own discretion, to do the same.
(f) We disclaim any and all liability for the unlawful or inappropriate use of the "Software" and/or "Site" by our users, including, without limitation, their violation of the privacy policies, intellectual property rights, or terms of use agreements of any third party Web sites, products and/or services when creating, disseminating or posting "Memo" or otherwise using the "Software" and "Site.”
(g) MTI may establish general practices and limits regarding the posting of "Memo" to the "Site" and reserves the right to change these general practices and limits in its sole discretion at any time. While MTI will use reasonable efforts to backup "Site" data and make such data available in the event of loss or deletion, MTI has no responsibility or liability for the deletion of or failure to post any "Memo" to the "Site.”

"Memo" posted on the "Site" may contain links to web page or other source from which the content was originally linked or written by users. MTI does not control such other sources and is not responsible or liable for the availability thereof or the "Content,” advertising, products or other materials contained on such web sites. MTI shall not be responsible or liable, directly or indirectly, for any damage or loss incurred or suffered by any user in connection therewith. Your access and use of linked web sites, including the "Content" therein, is solely at your own risk.

We may serve various types of advertisements on the MemoThis "Site,” "Memo" which you paste and URL which you visit. MTI "Software" does not bundle any third party software and will not serve any types of advertising outside our "Site" and MemoThis. If you have any questions about MTI’s advertising policy, please contact info@memothis.com.

MTI, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS AND AGENTS (THE "MTI PARTIES") DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THIS SOFTWARE AND SITE. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SOFTWARE AND SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH NO WARRANTIES WHATSOEVER. THE MTI PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND SITE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
(b)THE MTI PARTIES DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE AND SITE. THE MTI PARTIES DO NOT WARRANT THAT THE SOFTWARE AND SITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE AND SITE WILL BE UNINTERRUPTED AND ERROR FREE.
(c) YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE SOFTWARE AND SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THIS SOFTWARE AND SITE.

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE MTI PARTIES BE LIABLE TO YOU OR A THIRD PARTY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY OR CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF YOUR USE, MISUSE OR INABILITY TO USE THE SOFTWARE AND SITE, EVEN IF MTI’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE MTI PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO REGISTER FOR THE SOFTWARE AND SITE.

You agree to indemnify, defend and hold harmless MTI and its parents, members, subsidiaries, affiliates, service providers, licensors, officers, directors and employees from and against any and all claims, lawsuits, demands, actions or other proceedings brought against it by any third party due to, arising out of or related to your (i) use of the "Software" and "Site,” including without limitation, your inclusion of any "Content" in a "Memo" or posting of any Commentary, (ii) violation of this Agreement or (iii) violation of any law, regulation or third party rights. You shall pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by MTI in connection with or arising from any such claim, lawsuit, action, demand or other proceeding.

(a) You hereby agree and acknowledge that MTI owns all right, title and interest in and to this "Software" and "Site,” including, without limitation, all Intellectual Property Rights. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You acknowledge that all marks that appear throughout the "Software" and "Site" belong to MTI, or the respective owners of such marks, and are protected by U.S. and international trademark and copyright laws. Any use of any of the marks appearing throughout the "Software" and "Site" without the express written consent of MTI or the owner of the mark, as appropriate, is strictly prohibited. MTI, the MTI logo, MemoThis, the MemoThis logo are trademarks of MTI. Patent rights are pending in the United States and other countries.
(b) MTI respects the intellectual property rights of others and we ask you to do the same. MTI may, in appropriate circumstances and at its sole discretion, disable and/or terminate the accounts of users who may be infringing the intellectual property rights of others. By accepting the terms of this Agreement, you hereby acknowledge that you have read and understand our Copyright Policy and agree to its terms. A copy of this policy can be found at http://www.memothis.com

When you share a link to "Memo" or any page from the "Site" via email, instant message, blog, or by any other means, please keep in mind that the recipient(s) of the link can forward this link on to other people. MTI does not limit the number of times or the number of people to whom this link can subsequently be forwarded.

Information collected through this "Software" and "Site" will be used in accordance with our Privacy Policy. By accepting the terms of this Agreement, you hereby acknowledge that you have read and understand the Privacy Policy and agree to its terms. The Privacy Policy is available at http://www.memothis.com

As new or enhanced versions of the "Software" and "Site" are made available, we may require that you update your current version of the "Software" and "Site.” Unless otherwise explicitly stated by MTI, any new or enhanced versions of the "Software" and "Site" are subject to the terms of this Agreement.

The "Software" and "Site" is not intended for Children under Age 13 and MTI will not knowingly collect personally identifiable information from children under the age of 13 on the "Site.”

In the event any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction or appointed arbitrator, such determination shall in no way affect the validity or enforce ability of any other provision herein.

The failure by us to exercise rights granted to us hereunder upon the occurrence of any violations set forth in this agreement shall not constitute a waiver of such rights upon the recurrence of such violation.

MTI reserves the right at any time to modify, suspend or permanently discontinue the "Software" and "Site,” or any portion thereof, with or without notice. You hereby agree that MTI shall not be liable to you or to any third party for any modification, suspension or discontinuance of the "Software" and "Site.”

All legal issues arising from or related to the use of this "Software" and "Site" shall be construed in accordance with the laws of the State of California applicable to contracts entered into and wholly to be performed within San Francisco. Any controversy or claim arising our of or relating to this Agreement or your use of the "Software" or "Site" shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA"). Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of another party. The arbitration shall be conducted in San Francisco, San Francisco and judgment on the arbitration award may be entered into in any state or federal court in California having jurisdiction thereof. You further agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. Despite the foregoing arbitration requirement, MTI may seek temporary or permanent injunctive relief in any court of competent jurisdiction to prohibit you from violating this Agreement. Notwithstanding the applicable law on statute of limitations, demand for arbitration with the AAA must be filed within ONE (1) YEAR after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any arbitrable claim not asserted within that time period. (If applicable law prohibits a one-year limitations period for asserting claims, the claim must be asserted within the shortest time period in excess of one year that is permitted by applicable law.) The use of this "Software" and "Site" and the terms of this Agreement shall be governed exclusively by the laws of the State of California and the Federal Arbitration Act, without regard to conflict of laws provisions. By using the "Software" and Service and thereby agreeing to the Agreement, you hereby consent to the personal jurisdiction and venue in the state and federal courts sitting in the State of California.

You hereby agree that MTI, in its sole discretion, may terminate your user name and password and your right to use the "Software" and "Site" at any time for any reason, including, but not limited to, your violation of any of the terms of this Agreement. Upon notification of termination, you agree to uninstall the "Software.” The "Software" can be uninstalled by using the Add/Remove Programs utility in the Windows™ Control Panel (click the Windows Start button and select Settings; Control Panel; double-click the Add/Remove Programs entry; highlight "MemoThis" and click the Add/Remove button). All provisions relating to proprietary rights and liability shall survive the termination of this Agreement. You acknowledge that MTI shall not be liable to you or any third party for any termination of your access to the "Software" and "Site.”

If you have comments on the "Software" and "Site" or ideas on how to improve it, please email marketing@memothis.com. Please note that by doing so, you also grant MTI permission to use and incorporate your ideas or comments into the "Software" and "Site" without further compensation.

If you have any questions or concerns about the "Software" and "Site,” contact us at support@memothis.com. You understand and agree that MTI is solely responsible for all customer service, help, and issues related to the "Software" and "Site.” Neither your ISP nor any third-party web site from which "Content" has been pasted is responsible for customer service, help, or account-related issues. You agree not to direct any questions, requests for assistance, or inquiries about this "Site" to your ISP or to any third party web site from which "Content" has been pasted.

This Agreement constitutes the entire agreement between you and us with respect to the "Software" and "Site" and supersedes and replaces all prior agreements. The section titles in the Agreement are for convenience only and have no legal or contractual effect.