memoMiiO is a  software and personal publishing and editing services that allow its customers to create, design, layout and print professional quality books and other related products (each, a ″ Product ″) as per the memoMiiO product portfolio, which are offered under the same conditions as mentioned herein. Visitors to a memoMiiO website can also become registered members of the memoMiiO group. The services offered by Memoproduction Ltd. (herein "Memoproduction", "memoMiiO″, ″ us″ or ″ we″ ) include the memoMiiO personal publishing including editing services, the memoMiiO websites with the memoMiiO group (the ″ Website(s)″ ), and any other features, content, or services offered from time to time by memoMiiO in connection with the Websites (collectively, the ″ Services″ ).

This Terms and Conditions Agreement (″ Agreement″ ) sets forth the legally binding terms for your use of the Services. By using the Services, you agree to be bound by this Agreement, whether you are a ″ Visitor″ (which means that you just browse the Website) or you are a ″ Member″ (which means that you have registered with memoMiiO via one of its branded or co-branded websites and set up an Account). The term ″ User″ refers to a Visitor or a Member.

BY USING ANY OF THE memoMiiO WEBSITES AND THE SERVICES OFFERED ON THE WEBSITES, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS AND THE memoMiiO PRIVACY POLICY, WHICH ARE HEREBY INCORPORATED VIA REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS AND THE PRIVACY POLICY, YOU MAY NOT ACCESS OR USE THOSE WEBSITES PLUS THE SERVICES OFFERED ON THE WEBSITES.

You represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and/or the entity that you purport to represent

Additional Terms. In order to participate in or receive certain Service(s), you may be required to download software or content and/or agree to additional legally binding terms and conditions posted for a specific area of the Website or in connection with a Service or a local or product branded Website hosted by memoMiiO, i.e. Memoproduction Ltd. (the ″ Additional Terms and Conditions″ ). Unless otherwise provided by the Aadditional Tterms and Cconditions applicable to the Services in which you choose to participate or that you choose to receive, those Additional Terms and Conditions are hereby incorporated into this Agreement. To the extent there is a conflict between the terms in this Agreement and the Additional Terms and Conditions the latter shall prevail with respect to your use of that area of the Website or Service.

memoMiiO has the right to adapt the Products (i.e. Products) at any time without prior notice to reflect technological changes and/or changing market requirements.

Amendments. memoMiiO may modify this Agreement from time to time without consent from any third party and such modification shall be effective: (1) for Users who first use the Services after the posting, upon posting by memoMiiO on the Website, (2) for existing Users, thirty (30) days after posting by memoMiiO on the Website, or (3) for existing Members, if the modifications to the Agreement are material, thirty (30) days after memoMiiO sent an e-mail containing a notification of such modifications and the continued use of the Services by the Member thereafter, which shall constitute the Member's acceptance of the amended Agreement. If you do not agree to the modification, you must cease your use of the Services.

1. Eligibility. By using the Services, you represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are thirteen (13) years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your memoMiiO Account (the ″ Account″ ) may be deleted without warning if we believe that you are younger than thirteen (13).

2. Term. This Agreement shall remain in full force and effect while you use the Services or are a Member. You may delete your Account and end your membership at any time, for any reason by following the instructions on the relevant ″ Account″ page. memoMiiO may terminate your membership at any time and for any reason, effective upon sending notice to you at the then-current e-mail address in your Account profile. Even after any termination, Sections 8 through 21 of this Agreement (both sections inclusive) will remain in effect. You understand that termination of this Agreement, your Account and membership involves deletion of your memoMiiO profile information from our live databases as well as any Content that you uploaded to the memoMiiO Website using such Account. Memoproduction will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.

3. Fees.your Account and membership involves deletion of your memoMiiO profile information from our live databases as well as any Content that you uploaded to the memoMiiO Website using such Account. memoMiiO will not have any liability whatsoever to you for any termination of your Account or related deletion of your information.

4. Conditions of sale

4.1 Eligibility; Credit Card Terms. To order any Products or other products, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction. You will be required to give us a valid credit card number (VISA, MasterCard, American Express or any other issuer then accepted by us) and associated payment information at the time you order Products or any other products hereunder, including all of the following: (i) your name as it appears on the card, (ii) the credit card type, (iii) the date of expiration of your credit card, (iv) billing address, and (v) any activation numbers or codes needed to charge your card. memoMiiO currently does not accept cash, checks or any other payment form, although in the future we may change this policy. Your credit card issuer agreement governs your use of your designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. You agree that no additional notice or consent is required before memoMiiO invoices the credit card for all amounts due and payable. By providing memoMiiO with your credit card number and associated payment information, you agree that memoMiiO is authorized to immediately invoice your account for all fees and charges due and payable to memoMiiO as a result of your purchase of any Products or other products. You agree to immediately notify memoMiiO of any change in your billing address or the credit card used for payment hereunder. memoMiiO reserves the right, at any time, to change its prices and billing methods for Products and other products sold, either immediately upon posting on the Website, or by e-mail delivery to you.

4.2 Fees and Charges.You agree to pay all fees and charges incurred in connection with your orders and purchases (including any taxes imposed on your orders and purchases, including, but not limited to, sales, use or value-added taxes, unless you provide memoMiiO with sufficient evidence that the order and purchase is made solely for the resale or redistribution of the Product or other product to your customers) at the rates in effect when the charges were incurred. memoMiiO may automatically charge and withhold such taxes for orders to be delivered to addresses within any jurisdictions that it deems is required. When you order Products or other products for overseas delivery, you may be subject to import duties and taxes, which are levied when the package with the Products or products arrives at the destination that you specified. Any charges for customs clearance have to be borne by you, as memoMiiO has no control over such charges and cannot foresee the amount charged (if any). Since customs policies vary from countr to country, you should contact the customs office in the country where you have us ship your Products or other products to get more information. Please be also aware that you are considered the importer of record and must comply with all laws and regulations of such country.

4.3 Disputes.You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement, or such dispute will be deemed waived. Billing disputes should be notified to the following address: memoMiiO Customer Service, 89 Queensway, 41F, 4102, Hong Kong, or via memoMiiO's Customer Support. If memoMiiO does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by memoMiiO or its agents.

4.4 Returns. All sales of Products and other products are subject to memoMiiO's then-current return policies, as posted on the Website.

4.5.1 Purchasing Coupon Cards.

memoMiiO will regularly offer a variety of Coupon Cards (″ Coupon Cards″ ) that can be purchased and redeemed through the memoMiiO site. You must have an Account with memoMiiO to purchase or redeem Coupon Cards or get those via one of memoMiiO partner stores; purchasing or redeeming Coupon Cards constitutes acceptance of the memoMiiO Terms and Conditions. Unless expressly stated otherwise, Coupon Cards will be provided by memoMiiO in electronic or printed form.

4.5.2 Redeeming Coupon Cards. Coupon Cards may only be redeemed through the memoMiiO Store or one of memoMiiO partner stores and may not be redeemed towards previous purchases. Every purchase made with a Coupon Card (plus any applicable shipping/handling fees, taxes, and other fees that may apply) is deducted from the Coupon Card balance and any unused Coupon Card balance will remain on the Coupon Card account. Coupon Card balances will be used against the total order placed on the Store and not against specific items of such order. If any purchase exceeds the Coupon Card account, the balance must be paid with a credit card or any other payment method accepted in the Store.

4.5.3 Coupon Card Account. In future, memoMiiO may introduce Coupon Card Accounts via their website. For the time being coupon cards can only be redeemed once at their full value

4.5.4 Restrictions. Multiple Coupon Cards cannot be combined or redeemed together with a coupon or other Coupon Cards for the same order. Except as expressly allowed by memoMiiO, Coupon Cards may not be transferred for value or resold. Except to the extent required by applicable law, Coupon Cards cannot be redeemed for cash or checks and Coupon Card balances cannot be transferred to credit card accounts or accounts of other means of payment. If applicable law requires memoMiiO to redeem Coupon Cards for cash, check, or other means of payment, memoMiiO reserves the right to select any of the foregoing at its discretion. Coupon Cards can only be redeemed for purchases in the currency that matches the personal currency preferences set for the respective Coupon. memoMiiO reserves the right to reject the redemption of Coupon Cards and request alternative forms of payment, terminate the respective Account, and take legal actions, if memoMiiO reasonably believes that Coupon Cards are abused or used or obtained fraudulently.

4.5.5 Risk of Loss. The title and risk of loss for Coupon Cards passes upon electronic transmission of the Coupon Card by memoMiiO to the purchaser of the Coupon Card. memoMiiO has no obligation to replace or reissue lost or stolen Coupon Cards, but you can report lost or stolen Coupon Cards by contacting memoMiiO.

4.5.6 No expiration date or fees. Coupon Cards expiration date will be specifically mentioned each Coupon Card and memoMiiO charges no fee in connection with the purchase (except for the selected purchase price of the Coupon Card) or redemption of Coupon Cards.

5. Order acceptance policy. Your receipt of an electronic or other form of order confirmation does not signify Memoproduction's acceptance of your order, nor does it constitute confirmation of our offer to sell. Memoproduction reserves the right at any time after receipt of your order to accept or decline your order for any reason. Memoproduction further reserves the right any time after receipt of your order, without prior notice to you, to supply less than the quantity you ordered of any item. Your order will be deemed accepted by Memoproduction upon our delivery of the products that you have ordered. We may require additional verifications or information before accepting any order.

6. Title and Risk of Loss. All sales of Products and other products are made Ex Works (as defined in Incoterms 2000) Memoproduction's designated point of shipment, and title and risk of loss to each shipment of the Products and other products shall pass to you when Memoproduction makes such shipment available to a carrier.

7. Password. When you sign up to become a Member, you will also be asked to choose a username and a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account, username, or password of another Member at any time. You agree to notify Memoproduction immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.

8. Your Product Content.

Definitions. . "Content" includes text, files, images, photos, video, sounds, works of authorship, and other material. Your "Book Content" includes Content that you include in the Books, submit to Memoproduction for Books and print services, or that you contribute to the Books of other Members. Memoproduction has no ownership of any of your book content.

8.2 Ownership of Your Product Content. You represent and warrant that: (i) you own or otherwise have the right to grant the licenses set forth in this section for the Product Content that you provide to and post on the Services, contribute to other Members, or provide for our print services to have them printed in a Product, and (ii) your Product Content does not violate privacy rights, publicity rights, copyright rights, or other rights of any person or entity.

8.3 Submission of Your Product Content. You may use the Memoproduction memoMiiO software, the memoEXPRESS online editor (or any other future generation of editing software provided by Memoproduction) to submit your Product Content to Memoproduction for publication. Alternatively, you may submit your Product Content by providing us with a PDF, which meets the specifications required by Memoproduction for each product type/size as far as available.

8.4 License. In order for Memoproduction to be able to provide you with our Services, you hereby agree to provide us with the following licenses to use your Product Content:

8.4.1 License to print your Products. You hereby grant to Memoproduction a non-exclusive, worldwide, fully-paid and royalty-free license (a ″ License″ ) to reproduce and distribute your Product Content for the purpose of printing the Products that you order or that you authorize for purchase by others, and for any other related purpose that you authorize (including the use by other Members as a contribution to their Products). You agree that Memoproduction reserves the right to maintain the electronic files for any Product(s) to fulfill any further orders which may be placed for such Product(s) and to maintain an archival copy of the printed Product.

8.4.2 License to use your Product Content for optional Memoproduction features. In the event you decide to use any optional feature that Memoproduction may offer, such as allowing others to search for and see an electronic preview of your Product(s) or applications to use the Services in connection with other services and online groups, you hereby grant to Memoproduction a License to reproduce, distribute, publicly display, use, and otherwise make available the designated Product(s), any Product Content therein, and any other data and information you provide in connection with the optional feature, as required for Memoproduction to provide such optional feature.

9. Memoproduction Content. The Services contain Content of Memoproduction and its licensors ("Memoproduction Content")″ ). Memoproduction and its licensors (including Users) own and retain all proprietary rights in the Memoproduction Content and the Services. Except for Content that is owned by you, is in the public domain, that has been contributed to you by other Members, or for which you have been given written permission, you shall not reproduce, distribute, publicly perform (including by means of digital audio transmission), publicly display, create derivative works of, and otherwise use the Memoproduction Content. Memoproduction hereby grants you a limited, revocable, non-sublicensable license to reproduce and publicly display the Memoproduction Content (excluding any software code) solely for your personal use in connection with viewing the Website and using the Services. You hereby grant to Memoproduction an irrevocable, perpetual, nonexclusive, fully-paid and royalty-free license (with right to sublicense) to use, create derivative works, reproduce, distribute and publicly display any Content, other than your Product Content, that you upload, post, email, transmit or otherwise make available on the Website (″ Other Content″ ).

10. Your Content and Activity. You are solely responsible for any and all Product Content and Other Content that is posted by or through your Account on any Services (including any Content that you may have received by third parties) including any e-mail, or included in Products submitted by you for print services, and for your interactions with other Users. Please refer to the information on the Website about how long Memoproduction archives the electronic data of Products submitted by you for print services [include a link here].

10.1 Prohibited Content. You agree that you will not post, submit for print services, or otherwise provide to the Services, any Prohibited Content. "Prohibited Content" includes Book Content or Other Content that: (i) is offensive or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) bullies, harasses, or advocates stalking, bullying, or harassment, of another person; (iii) involves the transmission of "junk mail," "chain letters," unsolicited mass mailing, or "spamming,"; (iv) is false or misleading or promotes, endorses or furthers illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) promotes, reproduces, performs or distributes an illegal or unauthorized copy of another person's work that is protected by copyright or trade secret law, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protection devices, or providing pirated music or links to pirated music files; (vi) is involved in the exploitation of persons under the age of 13 in a sexual or violent manner, or solicits personal information from anyone under 13; (vii) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses and other harmful code; (viii) solicits passwords or personally identifying information for commercial or unlawful purposes from other Users; (ix) contains viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or similar software; (x) violates any applicable law, including, but not limited to laws and regulations governing export control, unfair competition, anti-discrimination and false advertising; (xi) involves commercial activities that are detrimental to the interests of Memoproduction; or (xii) otherwise violates this Agreement or creates liability for Memoproduction. Memoproduction reserves the right to refuse to print any Book that contains Content that it determines in it sole discretion is Prohibited Content, and you agree to indemnify and hold Memoproduction and its subsidiaries, affiliates, officers, employees, suppliers, service providers, and partner companies harmless for any claims, losses, liabilities and expenses arising out of or relating to any breach of this section.

10.2 Your Profile. Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person's permission.

10.3 Member Interaction. You will not use (a) the Services and (b) any information obtained from the Services in order to harass, abuse, send Spam to, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent.

10.4 No Disruption. You will not: (i) cover or obscure the banner advertisements that might be placed on your personal profile page, or any Memoproduction page via HTML/CSS, scripting, or any other means, if any; (ii) interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services; or (iii) introduce software or automated agents to the Services, generate automated messages, or to strip or mine data from the Services.

10.5 Miscellaneous. You will not attempt to impersonate another User or person, including any employee of Memoproduction. You will use the Services in a manner consistent with any and all applicable laws and regulations.

10.6 Enforcement by Memoproduction. Memoproduction has the right (but not the obligation) to review any Content and delete any Content that in the sole judgment of Memoproduction violates this Agreement; is prohibited content, is illegal, violates the rights, harms, or threatens the safety of any User or any other person; or creates liability for Memoproduction, its suppliers, service providers, partner companies, or any User. Memoproduction reserves the right (but has no obligation) to investigate and take action in its sole discretion against you if you violate this provision or any other provision of this Agreement, including without limitation, removing Prohibited Content from the Services, terminating your membership, reporting you to law enforcement authorities, and taking legal action against you.

11. Copyright Policy It is Memoproduction's policy to terminate membership privileges of any Member who repeatedly infringes copyright upon prompt notification to Memoproduction by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services or used in any Product in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Contact information for Memoproduction's Copyright Agent for notice of claims of copyright infringement is as follows: Memoproduction, Ltd. Attn: Copyright Agent. 89 Queensway, 41/F, 4102, Admiralty, Hong Kong;

12. Third Parties and Other Users.

12.1 Third Party Content. Content from other Users, advertisers, and other third parties is made available to you through the Services. Because Memoproduction does not control such Content, you agree that Memoproduction is not responsible for any such Content, including advertising and information about third party products or services. Because Memoproduction does not have control over such Content, Memoproduction makes no guarantees about the accuracy, currency, suitability, or quality of such Content, and Memoproduction assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful Content made available by other Users, advertisers, and third parties.

12.2 Responsibility. Your interactions with other Users or third parties, or with advertisers, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User, the advertiser, or third party. The foregoing also applies to any interaction between Members (including the contribution and/or receipt of any Content) in the course of using the Services functionality to make contributions to the products of other Members and to receive contributions from other Members to your own Products (please see also the next section). You agree that Memoproduction will not be responsible for any loss or damage incurred as the result of any such interactions and dealings listed in this section or with respect to any other User's use or disclosure of your personally identifiable information. If there is a dispute between you and any third party (including any User), Memoproduction is under no obligation to become involved; however, Memoproduction reserves the right to monitor disputes between you and other Users.

12.3 Contribution. The Services allow you to contribute Content to the products of other Members and to receive such contributions for your own Products. Please be aware that only the Member who invites other Members to contribute Content (the ″ Invitor″ ) has control over if and how any Content that is contributed by such invited Members (″ Contributor″ ) is used in connection with the Services and any Products that may be created using the Services. Memoproduction only provides a platform for Invitors and Contributors to contribute and receive Content for a Product project and it is solely up to the Invitors and Contributors to agree on the use of such Content and the use and distribution of any Product that may contain such Content.

12.4 Third-Party Links. The provision of links to other websites or locations is for your convenience and does not signify our endorsement of such other websites or locations or their contents. Links to other Websites or locations may also be posted by other Users within the Memoproduction group. Memoproduction has no control over, will not review, and cannot be responsible for, these outside websites or their content. Be aware that the terms of our Privacy Policy do not apply to these outside websites.

13. Limited Warranty.

13.1 Limited Warranty for Products. Memoproduction warrants that, subject to minor differences across products and printing technologies as described in Memoproduction's Return Policy, Products will be free of any defects in materials and workmanship apart from normal manufacturing deviations. Memoproduction will, at its own expense and your exclusive remedy, replace any defective Products, provided that you report to Memoproduction via Memoproduction's Order Support within seven (7) days of your receipt thereof.

13.2 Exceptions to Warranty. Memoproduction does not proof, edit or change any of the Content in the Products that you post or submit for print services. As a result, the foregoing limited warranty does not include the obligation to correct (a) typographical errors, mistakes in grammar, unfinished text or other text errors; (b) low resolution images that may appear blurry in print; (c) design issues, including product format, organization, style, color and page layout; or (d) any other creative choices that you make related to the Product. YOUR PRODUCT CONTENT CANNOT BE EDITED ONCE IT IS UPLOADED TO THE WEBSITE. Therefore, you agree that you will not upload Product Content unless it has been fully proofed and you are satisfied that it is ready to be published. Memoproduction is not responsible for any incorrect or inaccurate Content (including any profile information) posted on the Services, whether caused by Users, Members or by any of the equipment or programming associated with or utilized in the Services. Memoproduction assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or User communication. Memoproduction is not responsible for any problems or technical malfunction of any hardware and software due to technical problems on the Internet or at the Website or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances shall Memoproduction be responsible for any loss or damage, including personal injury or death, resulting from use of the Services or from any Content posted on the Website or transmitted to Users, or any interactions between Users of the Services, whether online or offline.

13.3 Disclaimers. TO THE EXTENT LEGALLY PERMITTED UNDER THE APPLICABLE LAWS, (A) THE SERVICES ARE PROVIDED ″ AS-IS″ AND AS AVAILABLE AND EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12.1 ABOVE, (B) MEMOPRODUCTION EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. FOR FURTHER WARRANTY INFORMATION YOU MAY CONTACT MEMOPRODUCTION's CUSTOMER SUPPORT DEPARTMENT AT  89 Queensway 41/F, 4102, Admiralty, Hong Kong;

14. Limitation on Liability. TO THE EXTENT LEGALLY PERMITTED UNDER APPLICABLE LAWS, MEMOPRODUCTION SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING ANY LOST OF PROFITS DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF MEMOPRODUCTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MEMOPRODUCTION's LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO ANY CAUSE OF ACTION WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION, SHALL BE LIMITED TO THE GREATER OF FIFTY U.S. DOLLARS ($50), OR THE AMOUNTS YOU PAID TO MEMOPRODUCTION IN THE SIX (6) MONTHS PRIOR TO THE ACCRUAL OF THE CLAIM. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE MEMOPRODUCTION's LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF MEMOPRODUCTION OR ITS AGENTS OR EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

15. Release. You hereby release Memoproduction, its officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with other Users.

16. Indemnity. You agree to defend, indemnify, and hold Memoproduction, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney's fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from your breach of any provision of this Agreement.

17. Electronic communications. The communications between you and Memoproduction use electronic means, whether you visit the Website or send Memoproduction e-mails, or whether Memoproduction posts notices on the Website or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Memoproduction in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Memoproduction provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights.

18. Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong SAR without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. In the absence of an amicable solution, the Party seeking redress will submit the dispute to the appropriate court located in Hong Kong, which shall have exclusive jurisdiction and venue for all matters related to this Agreement. You and Memoproduction agree to submit to the jurisdiction of, and agree that venue is proper in, the courts Hong Kong in such legal action or proceeding. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than fifty thousand Hong Kong Dollars (HKD 50,000.00) shall be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (″ ADR Provider″ ) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. Notwithstanding the foregoing, Memoproduction may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction. Please note that the laws of the jurisdiction where you are located may be different, including the laws governing what can legally sold, bought, exported, offered or imported. You shall always comply with all the international and domestic laws, ordinance, regulations and statutes that are applicable to your use of the Services and your purchase of Products and other products from Memoproduction .

19. Notices. Memoproduction may give any notice required by this Agreement by means of a general notice on the Website, electronic mail to your e-mail address on record with Memoproduction, or by written communication sent by first class mail or pre-paid post to your address on record with Memoproduction. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). You may give notice to Memoproduction, addressed to the attention of its Managing Director (such notice shall be deemed given when received by Memoproduction) at any time by any of the following: letter sent by confirmed facsimile to Memoproduction at the following fax number: +852 3904 3737, letter delivered by internationally recognized overnight delivery service or first class postage prepaid mail to Memoproduction at the following address: Managing Director, Memoproduction Ltd. , 89 Queensway, 41/F, 4102, Admiralty, Hong Kong.

20. Force Majeure. A party will not be liable for non-performance or delay in performance (other than of obligations regarding payment of money) caused by any event reasonably beyond the control of such party including, but not limited to wars, hostilities, revolutions, riots, civil commotion, national emergency, epidemics, fire, flood, earthquake, force of nature, explosion, embargo or any ″ act of God.″

21. Other. This Agreement is accepted upon your use of any Memoproduction Website or any of the Services or when you register to become a Member. This Agreement, including the Additional Terms and Conditions, the Memoproduction memoMiiO End User License Agreement and the Privacy Policy, which are incorporated by reference, constitutes the final, complete and exclusive agreement between you and Memoproduction regarding the subject matter hereof and supersedes and merges all prior discussions between the parties. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The failure of Memoproduction to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The parties of this Agreement have expressly required that the present Agreement be drawn up in the English language. Please contact us with any questions regarding this Agreement. You may also receive a copy of this Agreement in (in ASCII text format) by contacting us via Memoproduction's general support form.

23. Copyright/Trademark Information. All rights reserved. The trademarks, logos and service marks (″ Marks″ ) displayed on the Websites are the property of Memoproduction or other third parties. You are not permitted to use these Marks without the prior written consent of the third party that owns the Mark. All content included on the website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Memoproduction Limited, or its content suppliers and is protected by Hong Kong SAR and international copyright and database right laws. The compilation of all content on any Memoproduction website is the exclusive property of Memoproduction Limited and is protected by Hong Kong SAR and international copyright and database right laws. All software used on this website is the property of Memoproduction Limited, or our software partners and is protected by Hong Kong and international copyright laws. You may not systematically extract and/or re-utilise parts of the contents of the websites without Memoproduction Limited's express written consent. In particular, you may not utilise any data mining, robots, or similar data gathering and extraction tools to extract (whether once or many times) for re-utilisation of any substantial parts of this website, without Memoproduction Limited's express written consent. You also may not create and/or publish your own database that features substantial (eg our prices and product listings) parts of this website without Memoproduction Limited's express written consent. Trademarks : MEMOPRODUCTION LIMITED, MEMOPRODUCTION, memoMiiO, THE MEMOPRODUCTION LOGO, THE MEMOEXPRESS LOGO, THE MAGENTA MEMO LOGO and other marks indicated on our websites are trademarks or registered trademarks of Memoproduction Limited. Memoproduction Limited's graphics, logos, page headers, button icons, scripts and service names are the trademarks or trade dress of Memoproduction. Memoproduction's trademarks and trade dress may not be used in connection with any product or service that is not Memoproduction's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Memoproduction. All other trademarks not owned by Memoproduction that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Memoproduction.

24. International Provisions. The following provisions shall apply only if you are located in the countries listed below.

24.1 United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

24.2 Germany. Notwithstanding anything contrary in Section 13, Memoproduction is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).