The Memorang website, mobile apps, and desktop apps ('Service') is a hosted service operated by Memorang, Inc. ('Memorang'). Any use of the Service is subject to the following Terms and Conditions of Service ('Terms of Service', 'TOS', or 'Terms'), as well as to Memorang's Privacy Policy, and Memorang's Community Guidelines, all of which are incorporated by reference into these Terms of Service. Your use of the Service will constitute your acceptance of these Terms of Service.

1. Registration Obligations

You must register for a membership in order to access the Service. You agree and guarantee to provide true, accurate, and complete information, and maintain and promptly update this information. We can reject any application for registration and suspend or terminate any account if we believe in our discretion that any registration information is untrue, inaccurate, or incomplete or violates this TOS. You are responsible for obtaining and paying for any Internet access to the Service. You will receive a password and login name upon completing the registration process. You are responsible for maintaining the confidentiality of your password and login name, and are responsible for all activities and fees that occur with your password and login name, including fees incurred and all purchases made by your membership on the Service. You will immediately notify Memorang of any unauthorized use of your membership or any other breach of security.

2. Your Memorang Account and Data

If you create an account on the Service, you are responsible for maintaining the security of your account and data, and you are fully responsible for all activities that occur under the account. Accounts are for individual, not organizational, use by a single person only. You may not share your account with any other person. You must notify Memorang immediately of any unauthorized uses of your data, your account or any other breaches of security. Memorang will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. Memorang may from time to time set storage limits for your data, or take any other measures it considers appropriate to manage the Service. Memorang may also from time to time change its policies on offering commercial content or displaying advertising, and may do this without notice.

3. Prohibited Uses

You may only engage in educational and study-related activities while using the Service. The following are examples of the kind of activity that is prohibited on the Service. Memorang reserves the right to investigate and take appropriate legal action against anyone who, in Memorang's sole discretion, violates this provision, including without limitation, terminating your account and/or access to the Service, reporting you to appropriate governmental authorities, including law enforcement, or seeking other legal remedies. Prohibited activity includes, but is not limited to:

• Posting or uploading copyrighted material without written permission from the copyright holder;
• Impersonating or attempting to impersonate another user, person or entity;
• Using the account, username, or password of another user at any time, or disclosing your password to any third party, or permitting any third party to access your account;
• Exploiting promotions such as group discounts or referrals such as by using multiple accounts;
• Accessing more than one free trial for the same product such as through multiple accounts;
• Criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
• Circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the Service;
• Using any information obtained from the Service in order to harass, abuse, or harm another person or entity, or attempting to do so;

4. Study-Packs and Premium Content

Users may have the option to purchase or gain access to commercial content on Memorang ("Study-Packs" or “Premium Content”). Access to Premium Content may be granted either by (i) purchasing access directly on the Service (“Content Subscription”); or (ii) entering an access code (“Access Code”) or (iii); granted access via a third-party. The terms stated below will govern your participation in these programs.

1. Content Subscriptions: Access to Premium Content purchased as part of a Content Subscription is subject to the terms set forth during the purchase process and you are bound by the restrictions included.
2. Access Codes: Access to Premium Content through use of a publisher-provided Access Code is subject to the terms set forth by the publisher and you are bound by the publisher’s restrictions, including expiration of codes.
3. License: Once you have purchased a Content Subscription, used an Access Code, or granted via a third-party to access Premium Content, you may access the included material for the designated period of time. You may access the Premium Content only for your own personal, educational use (“Personal Use”). Each account must purchase its own Content Subscription, enter its own Access Code, or receive access for a third-party and accounts may not be shared by multiple users.
4. Restrictions: You may not use Premium Content for any commercial purpose. This means you can’t sell it, use it for advertising or marketing purposes, or use it in any other way in connection with a business or profit making activity. You may not post or otherwise make the Premium Content available on any website. You may not share, send, sell, sublicense, or transfer the Premium Content to someone else.
5. Refunds: Except where required by law, Premium Content Subscriptions purchased directly through Memorang are non-refundable. Premium Content Subscriptions purchased through other platforms are subject to the refund policies of those platforms. Memorang is not responsible for the policies of those platforms.

5. Responsibility of Contributors

If you create sets, folders, add comments via the discussion boards, post material to the Service, post links on the Service, or otherwise make material available by means of the Service (referred to collectively as 'Content') you are entirely responsible for the composition of, and any harm resulting from, that Content. That is the case, regardless of whether the Content in question constitutes text, graphics, audio files, computer software or any other format in which Memorang stores data.

6. Content Representations and Warranties

By making Content available, you represent and warrant that:

• The downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
• If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
• You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms; the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive material;
• The Content is not spam, and does not contain unethical or unwanted commercial material designed to drive traffic to third party sites, to boost the search engine rankings of third party sites, to enable unlawful acts (such as phishing) or to mislead recipients as to the source of the material (such as spoofing);
• The Content is not obscene or libelous, and does not violate the privacy or publicity rights of any third party; and you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Memorang or otherwise.

7. Prohibited Content

You may post only educational and study-related Content to the Service. The following are examples of Content prohibited to post on or through the Service. Memorang reserves the right to investigate and take appropriate legal action against anyone who, in Memorang's sole discretion, violates this provision, including without limitation, removing the offending Content from the Service, terminating the accounts of such violators, or seeking other legal remedies. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of Memorang:

• Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any class or individual;
• Harasses or advocates harassment of another person;
• Exploits people in a sexual or violent manner;
• Contains sexually suggestive, excessively violent, or offensive subject matter;
• Solicits personal information from anyone under 18 years old;
• Publicly posts information that poses or creates a privacy or security risk to any person;
• Includes information about another person that you have posted without that person's consent;
• Violates the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person;
• Contains or promotes information that you know is false or misleading, or promotes illegal activities or conduct that are abusive, threatening, obscene, defamatory or libelous;
• Contains or promotes an illegal or unauthorized copy of another person's copyrighted work;
• Solicits passwords or personally-identifying information for commercial or unlawful purposes from other users;
• Involves the transmission of junk mail, chain letters, unsolicited mass mailings or instant messages, or spam;
• Furthers or promotes any criminal activity or enterprise, or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• Involves commercial activities and/or sales without prior written consent from Memorang, such as contests, sweepstakes, bartering, advertising, or pyramid schemes;
• Violates any and all applicable laws or regulations.

8. License

Unless otherwise specified (such as via a formal agreement with a Licensor), by submitting Content or any other material to Memorang for inclusion on the Service or for any other purpose, for example posting a study set, study folder, question set, answering a survey, or sending Memorang an email, you grant Memorang a world-wide, perpetual, royalty-free license (with right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute such Content or material in any and all media or distribution methods (existing or subsequently developed). additional uses by Memorang, or other companies or individuals who partner with Memorang, may be made with no compensation paid to you with respect to the Content or material that you submit, post, or otherwise make available to Memorang or through the Service.

9. Responsibility of Service Visitors

Memorang has not reviewed, and cannot review, all Content posted to the Service, and cannot therefore be responsible for that material's content, use or effects. By operating the Service, Memorang does not represent or imply that it endorses the material posted thereon, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive material. The Service may contain material that is offensive, indecent, or otherwise objectionable, as well as Content in which technical, factual, or other inaccuracies, typographical mistakes, or other errors may be present. The Service may also contain material that violates or infringes the intellectual property and other proprietary rights of third parties, or of which the downloading, copying or use may be subject to additional terms and conditions, stated or unstated. Memorang disclaims any responsibility for any harm resulting from the use by visitors of the Service, or from any downloading by those visitors of content posted thereon. Visitors who discover Content or other material in violation of these Terms or Memorang’s Community Guidelines are encouraged to report such material to Memorang using the reporting functions available on the Service.

10. External Links

We have not reviewed, and cannot review, all of the Content, including computer software, made available through the websites and webpages to which Memorang links, and which link to Memorang. Memorang does not have any control over those third party websites and webpages, and is not responsible for their content or your use thereof. By linking to a third party website or webpage, Memorang does not represent or imply that it endorses that website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive material. Memorang disclaims any responsibility for any harm resulting from your use of third party websites and webpages.

11. Copyright Infringement and DMCA Policy

Memorang respects the intellectual property rights of others. If you believe that material located on or linked to by Memorang violates your copyright, you are encouraged to notify Memorang in accordance with Memorang's Digital Millennium Copyright Act (“DMCA”) Policy. Memorang will respond to all such notices, including by removing the infringing Content or disabling all links to the infringing Content, as required or appropriate. In the case of a visitor who may infringe, once or repeatedly, the copyrights or other intellectual property rights of Memorang or others, Memorang may, in its discretion, terminate or deny access to, or use of, the Service. In the case of such termination, Memorang will be under no obligation to provide a refund of any amounts previously paid to Memorang by that user.

12. Trademarks

Trademarks. Memorang, Memorang.com, the Memorang logo, and all other trademarks, service marks, graphics and logos used in connection with Memorang, or the Service are trademarks or registered trademarks of Memorang or Memorang's licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Your use of the Service grants you no right or license to reproduce or otherwise use any Memorang or third-party trademarks. Audio files and software may not be sold or redistributed, or offered as a service to others.

13. Embedding

If you use Memorang's Embed Function on your website, you may not modify, build upon, or block any functionality or portion thereof, including but not limited to links back to the Memorang website.

14. Changes to the Service and Terms

The Service, including without limitation all content there available, product and membership features, any and all of Memorang’s policies, and these Terms of Service, may be changed at the sole discretion of Memorang without notice. You are bound by any such updates or changes, including but not limited to those affecting these Terms of Service, and as such, you should periodically review these Terms of Service.

15. LIMITATION OF WARRANTIES OF MEMORANG, ITS SUPPLIERS AND ITS LICENSORS

EXCEPT AS OTHERWISE EXPRESSLY STATED, ALL CONTENT POSTED TO OR AVAILABLE FROM THE SERVICE IS PROVIDED 'AS IS', AND MEMORANG, ITS SUPPLIERS AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT MEMORANG, ITS SUPPLIERS AND ITS LICENSORS WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR DATA THAT RESULTS FROM THE DOWNLOAD SUCH CONTENT OR THE USE OF THE SERVICE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. LIMITATION OF LIABILITY OF MEMORANG, ITS SUPPLIERS AND ITS LICENSORS

EXCEPT AS OTHERWISE EXPRESSLY STATED, IN NO CIRCUMSTANCE WILL MEMORANG, ITS SUPPLIERS OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM, RESULTING FROM ANY USE OF THE SERVICE, OR THE CONTENTS THEREOF OR OF ANY HYPERLINKED WEBSITE INCLUDING WITHOUT LIMITATION ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHERWISE, EVEN IF MEMORANG, ITS SUPPLIERS OR ITS LICENSORS WERE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE AGGREGATE LIABILITY FOR ANY AND ALL OF YOUR CLAIMS AGAINST MEMORANG, ITS SUPPLIERS AND ITS LICENSORS ARISING FROM, OR RELATED TO, USE OF THE SERVICE, OR THE CONTENTS THEREOF, OR OF ANY HYPERLINKED WEBSITE, EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO MEMORANG DURING THE 12-MONTH PERIOD PRIOR TO THE DATE A CLAIM IS MADE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THE PARTIES AGREE THAT THIS SECTION, SECTION 16, REPRESENTS A REASONABLE ALLOCATION OF RISK.

17. Disputes with Memorang

In the case of any dispute between you and Memorang arising out of or connected to these Terms of Service or your use of the Service, the following rules will apply. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

1. Binding Arbitration: Any dispute arising out of or relating to these Terms or your use of our Services will be settled through binding arbitration, conducted by the American Arbitration Association ('AAA') and in accordance with their Commercial Arbitration Rules. Your responsibility to pay any filing, administrative, or arbitrator fees will be solely as set forth in the AAA rules. To the extent permitted under AAA rules, the arbitrator may award costs, fees, and expenses, including reasonable attorney’s fees, to the prevailing party. A decision reached by arbitration will be final and binding and may be entered as a judgment by any court having jurisdiction. You understand that there is no judge or jury in arbitration, and that other procedural rights such as discovery and appeal are not available in an arbitration. YOU AND MEMORANG KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO A TRIAL BY JUDGE OR JURY AND TO HAVE YOUR CASE HEARD IN A COURT OF LAW.
2. Disputes will be settled on an individual basis: YOU AND MEMORANG KNOWINGLY AND VOLUNTARILY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR ARBITRATION. Notwithstanding this clause, each party may seek injunctive or other equitable relief in a court of competent jurisdiction in San Francisco County to protect the party’s intellectual property rights pending completion of the arbitration.

18. Governing Law

Except to the extent any applicable law provides otherwise, these Terms of Service and any access to or use of the Service will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions, regardless of where you are located in the world.

19. Venue

Any dispute subject to Binding Arbitration will take place in Los Angeles County, California. For any other judicial action that may arise between you and Memorang, or for which our Binding Arbitration clause is found not to apply, both you and Memorang agree to submit to the venue and personal jurisdiction of the state and federal courts located in Los Angeles County, California.

20. General Representation and Warranty

You represent and warrant that your use of the Service will be in accordance with Memorang's Privacy Policy, with these Terms of Service, with any applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside, and with any other applicable policy or terms and conditions.

21. Indemnification

You agree to defend, indemnify and hold harmless Memorang, its contractors, its partners, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising from your use of the Service, including but not limited to, any violation of any representation or warranty contained in these Terms of Service

22. Miscellaneous

You agree to defend, indemnify and hold harmless Memorang, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising from your use of the Service, including but not limited to, any violation of any representation or warranty contained in these Terms of Service.

23. Severability

If any part of these Terms of Service is held invalid or unenforceable, that part will be construed to reflect the drafter’s original intent, and the remaining portions will remain in full force and effect.

24. Non-waiver of Rights

A waiver by either party of any term or condition of these Terms of Service or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

25. Assignment

You may assign your rights under these Terms of Service to any party that consents to, and agrees to be bound by, its terms. Memorang may assign its rights under these Terms of Service without condition. These Terms of Service will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

26. Survival of Terms

These Terms continue to apply, even after you close your account or cease using the Service.