TERMS OF USE AGREEMENT

MementoPix Inc. offers access to the following (“Services”): a website, a publisher portal, an online photo book editor and a photo uploader application. These Services are accessible via an internet browser and offered to clients (“Users”) including printing and photography organizations (“Publishers”) and other designated individuals such as schools employees and volunteers (“Schools”), parents/guardians (“Parents”) and students (“Students”) for the creation of yearbooks or other types of photo-based memory books.

The following Terms of Use agreement (“Terms”) govern the access to and use of the Services and constitute a legal binding agreement between you as a “User” of the Services and MementoPix.

By accessing and using our Services, the User agrees to be bound by these Terms.

If the User does not agree to be bound by the Terms, then the User should not access any MementoPix Services.

USER ACCOUNT, ACCESS AND ELIGIBILITY
To use MementoPix Services, the User must create an account (“Account”) to become an official “Member”. During the account creation process, the User is required to provide mandatory information including a User Name and password. The User agrees to provide truthful information when creating his/her Account. MementoPix reserves the right to ban, suspend or terminate the User’s account if the information provided by the User is not accurate.
The User is responsible for the safe storage his/her Account password and is responsible and accountable for all activity and actions made under his/her Account. The User will immediately notify MementoPix of any security breach or unauthorize use of his/her Account. MementoPix is not responsible, liable and accountable for any activities and actions performed under a User’s Account.
If the User is under the age of 13 and/or if the School and/or Publishers are in a country/state where legislation exist to protect children’s online privacy, the User must obtain authorization from a Parent via a signed Permission Form to authorize the creation of an Account on his/her behalf.

MEMBER CONTENT
While using the Services, a Member may submit/enter/upload/publish (“Post”) content (“Content”) including but not limited to photos, images, scanned documents, hyperlinks, email addresses, physical addresses, names, phone numbers, and any type of text. Members cannot Post Content that is defamatory, obscene, pornographic, abusive, libelous, invasive, illegal, insulting, degrading, encouraging of illegal actions, undermining of a person’s or organization’s reputation, and any forms of Content likely to go against public morals or which demonstrates insensitivity towards others.
MementoPix does not monitor or control Content and is not responsible for the Content posted by Members. Members are responsible for all the Content made available through its Services.

Publishers and Schools hold the authorization to monitor, change or remove any Member-posted Content for any reason. A Member may not agree to the removal of or to changes made to the Content. In the event of a dispute related to Content, the Member must contact the School to seek redressment. MementoPix is not responsible or liable for Member Content-related matters, and will not be involved in any dispute over changes or removal of Member Content.
Members agree that they are either the owner of the Content or have the right, licenses or permission required to use and publish it through Services. Members agree not to infringe copyright, intellectual property or violate any rights applicable by law or regulation. MementoPix respects copyright law and expects Member to do the same. Member failing to do so will have their account terminated immediately.
Members grant all other related fellow Members under the same Account a limited, non-exclusive, non-transferable license to access, edit, modify, view, download and print any Content submitted by the Member. Members do not have the right to sub-license, sell, or use any part of the Content for commercial purposes.

MementoPix does not provide Content transferal mechanisms to Publishers, Schools, Parents, Students or Users in general for use of Content outside its Services or across Accounts. Content may be removed (deleted) once the Content or Account is no longer in use, following Child Online Privacy regulations and MementoPix’ own determination.

SCHOOL OBLIGATIONS
The following terms apply specifically to Schools regarding their obligations related to Services in addition to all other terms described in this term of use agreement.
The School is solely responsible to ensure that it will not violate any applicable law in their country/state, and it will monitor the usage and Content posts of Members with respect to these laws/regulations. The School is solely responsible to enforce and to be compliant with relevant Child Online Privacy Protection Act (e.g COPPA) or any other privacy regulations that are in force in their country/state.
The School is solely responsible to determine who will be a Member and will validate the integrity of Member-posted Content. The School will administer Parents permission forms should consent forms be required for under-age children and/or for children protected under a Privacy Act. The School is solely responsible to delete any accounts of Child Member if a Parent requests the Account be terminated.
The School is solely responsible for upholding local/board/district regulations regarding photography restrictions on individuals/Students. Schools maintaining a “Do Not Photograph” list must verify Content to ensure that its obligations to Parents and Students have been met.
The School is solely responsible for all consequences of not respecting its obligation in this Section of the Terms and accept the complete liability for all of its obligation. MementoPix hereby disclaims any and all liability for the School and Teachers failure to perform its obligations under the Terms.

PUBLISHER OBLIGATIONS
The following terms apply specifically to Publisher obligations related to Services in addition to all other terms described in this Term of Use Agreement.
The Publisher agrees to respect the privacy of its Account-holders/Members and the Contents posted by Members. The Publisher may access the Content and may request that the School make revisions should it discover Content violating any applicable law/regulation including, without limitations, applicable privacy issues. The Publisher acknowledges and agrees that it does not have the right to or copyright over Content submitted by Members. The Publisher cannot sell, rent or distribute any Content without the full consent of the School. The Publisher’s only default granted right is to send the completed yearbook/annual/memorybook submitted by the School to their designated printing service as per their agreement with the School.

The Publisher is solely responsible for all consequences of not respecting its obligation in this Section of the Terms and accepts the complete liability for all of its obligation. MementoPix hereby disclaims any and all liability for the Publisher’s failure to perform its obligations under the Terms.

LICENSE USAGE AND LIMITATIONS
Purchased book licenses are made available on the Publisher dashboard for allocation to client’s books by the publisher.
One license is required to create a single book, assigned to an individual school/client. Multiple books or other types of projects may not be made with a single license. Should a second book be required by a school, then an additional book license must be allocated to their account.
Supplement book licenses may be purchased and assigned to clients to complement their primary book during their current yearbook season. Supplements may not exceed fifty pages in total and cannot use the portrait manager database with a flowing panel. These include publications such as a sports program, a booster book, an end-of-year supplemental publication, a graduate class memory book, an annual report, a multipage marketing brochure or other multipage products created for or by the school. Supplements may not be assigned to a school if they are not producing a yearbook in the current year and must be designed specifically for the school’s usage.

LICENSE DURATION
An assigned book license is valid for a period of twelve consecutive months during which time the school must submit their book for final printing. Once the book has been submitted or the twelve-month duration has been reached, the book is locked, no longer editable.
Once a book has been submitted or the licensing period has been completed, the book contents (pages, photos) will be available for the following eighteen months to reuse in full or in part in their next yearbook. Following the eighteen-month period, the book’s contents will be deleted as per current online privacy acts and COPPA rules.
Licenses extensions are available upon request. Short term extensions (up to 1 month in duration) may be granted at the discretion of MementoPix for reasons of force majeure. Additional six months extension may be purchased at the same rate as a supplemental book license.

REFUND POLICY
Refunds are not available for unused licenses in balance at any time.
If an allocated license is untouched by the school – meaning the book is unregistered, and no content was uploaded or created – the book may be canceled upon request of the publisher for up to one month following its allocation. The canceled book’s license will be returned to the publisher’s balance.
Once a license is allocated to create a book and is used in any manner – the book is registered, images and/or portrait databases are uploaded, pages are created – it cannot be canceled, refunded or transferred to another school.

ACCOUNT MAINTENANCE
The publisher portal remains active so long as active books are assigned to clients. If no active books are assigned to clients within a three year period then the publisher portal will be closed and all related data will be permanently deleted. Account closure will be preceded by a warning email, issued 30 days previous to the date of closure. Final notification will be sent one business day before closure.

SUPPORT
The Services are designed to be as intuitive to use as possible. It features a complete, searchable support portal, including a detailed knowledge base, video tutorials, a forum and a contact form, available on-demand directly from the application. The primary support contact for Schools is their yearbook publishing company.
MementoPix offers direct support to Publishers who have purchased blocks of licenses for redistribution to their Schools. In addition to the product’s support portal, Publishers have access to a special support site with information specific to account setup and management. For usage training, MementoPix offers free group webinars to Publishers and Schools at the beginning of the yearbook season (early to mid-autumn). Additional discretional webinars may be offered to explore a particular feature set of the product in-depth.

SUPPORT SERVICE
Support services are offered through the support portal’s contact form by submitting a ticket. Normal turn-around times for ticket replies is one business day or less. Submitting a ticket is the only means to initiate support services.
Guidance to Publishers during initial product setup is free.
Emergency telephone support is available at a supplemental fee of $25 USD /call (30 minutes).
Private additional webinars for Publisher training is available for $100/hour by special request on a prepaid service basis. Group webinars for School is available for $100/hr (prepaid).

WARRANTIES AND DISCLAIMERS
No warranty. The Services is provided “as is” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability or fitness for a particular purpose, or the warranty of non-infringement. without limiting the foregoing, MementoPix makes no warranty that (i) the services and materials will meet your requirements, (ii) the materials will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the Services will be effective, accurate or reliable, (iv) the quality of any Services or information purchased or obtained by you from the Services will meet your expectations, and (v) any errors in the Services will be corrected.
Errors. The Services may include technical or other mistakes, inaccuracies or typographical errors. MementoPix may make changes to the Services, including the prices and descriptions of any Services at any time without notice.
Liability. In no event shall MementoPix be liable to Users, Members or any third party for any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not MementoPix has been advised of the possibility of such damages, and on any theory of liability, arising out of or in connection with the use of the Services.

INTELLECTUAL PROPERTY
Users acknowledge and agree that the Services are protected by copyright and trademark laws. MementoPix retains ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks, and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. MementoPix reserves all rights that are not expressly granted to you under these Terms of Use.
Users may not remove or alter any copyright and trademark. Users and Members do not have the rights to use, copy, adapt, modify any works of the Services except as specifically permitted in the Terms.
Users cannot and do not have the right to attempt to decipher, decompile, disassemble or reverse engineer any portion of the Services.
Users cannot distribute, sell, rent any part of the Services except as specifically permitted in the terms.

TERMINATION
If Users breach any of these Terms, MementoPix reserved the right to suspend, disable or delete your account as it sole discretion and without prior notice to you.
MementoPix reserves the right to investigate and prosecute for violations of any Terms by Users. MementoPix may be required by law enforcement authorities to cooperate and give information about Users account and activities.

LINKS TO OTHER SITES
The Services may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided merely as a convenience to our Users. Those Linked Sites are not controlled by MementoPix and MementoPix is not responsible for the content on those Linked Sites.

INDEMNIFICATION
You hereby indemnify to the fullest extent MementoPix from and against any and all liabilities, costs, demands, causes of action, damages and expenses (including reasonable attorney’s fees) arising out of or in any way related to your breach of any of the provisions of these Terms.

GOVERNING LAW AND JURISDICTION
The Terms shall be governed by the statutes and laws of the Province of Quebec, Canada. The Users agree to irrevocably attorn to the jurisdiction of the courts of the Province of Quebec.

ENTIRE AGREEMENT
These Terms constitute the entire agreement and supersede all prior agreements, understandings or representations, oral or written, relating to the subject matter hereof with the exceptions of a Non-Disclosure Agreement agreed with a Publisher or a School to form an extension to this agreement.

CHANGING THE TERMS
MementoPix may at any time modify these terms and it is your responsibility to visit this page periodically for updates.
(Last updated on 2020-03-31)