1. INTRODUCTION

Welcome to Lymbix, Inc. ("Lymbix", "we" or "us")! Lymbix provides products and services that help users to communicate more effectively; enterprises to manage tone in corporate communications; and organizations to clearly understand what the market is saying about product and brand.

2. LEGAL AGREEMENT

This User Agreement ("Agreement") governs your use of our services, products, or websites (collectively, the "Service").

IMPORTANT - THIS SUBSCRIPTION IS PROVIDED ONLY ON THE CONDITION THAT THE SUBSCRIBER (REFERRED TO IN THIS AGREEMENT AS "SUBSCRIBER" OR "YOU") AGREES TO THE TERMS AND CONDITIONS SET FORTH IN THE FOLLOWING LEGAL AGREEMENT WITH LYMBIX. READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTING IT. BY CHECKING THE "Yes, I agree with ToneCheck's Terms of Service" CHECKBOX BELOW OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT (1) YOU, ON BEHALF OF YOURSELF, OR (2) SUBSCRIBER, IF SUBSCRIBER IS A BUSINESS, AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

3. SUBSCRIBER INFORMATION

You represent that you are of legal age to form a binding contract. In order to use the Service, you must provide certain information during the registration process ("Registration Data"). You agree that your Registration Data will always be accurate and current, which you can edit at any time by logging in to your account at http://www.tonecheck.com/account. You will receive a password and account upon completing the Service registration process. You are responsible for the safekeeping of your password and account and are fully responsible for all activities and purchases that occur under your password or account.

4. SUBSCRIPTION FEES

If you purchase or subscribe to the Service, you agree to pay any and all applicable fees (e.g., one-time, or recurring) incurred in connection with the Service at the then-current prices in effect. Lymbix will automatically charge your credit card or PayPal account during the subscription process. Lymbix will automatically charge your credit card or PayPal account at the beginning of each billing period, and billing will recur automatically at the interval (as appropriate for the Service) until you change or terminate your account. Any change in the chosen payment method will go into effect for the next billing period.

If you terminate your account, such termination will be effective immediately, and the auto-renewal for your subscription will be discontinued. You will not receive a refund for any amounts you already paid. Unless we state in writing otherwise, all fees and charges are nonrefundable.

If you are required to provide credit card or other billing information in connection with a free offer for a specific number of days, you will not be charged during the free offer time period, but will be automatically charged on the day after your free time period has ended. Please make a note of when your free offer will expire because you will not receive additional notice prior to the automatic charge if you do not cancel before the free offer time period expires.

5. PRIVACY POLICY

You consent to the collection and use of your Registration Data and certain other information in accordance with our Privacy Policy located at http://www.tonecheck.com/privacy.

6. FEEDBACK TO LYMBIX

By submitting feedback, ideas, ratings, reviews, or suggestions ("Feedback") to Lymbix, publicly through web pages, or privately through customer service, you acknowledge and agree that: (a) your Feedback automatically becomes the property of Lymbix without any obligation of Lymbix to you; (b) your Feedback does not contain confidential or proprietary information of you or any third party; (c) Lymbix may use or disclose such Feedback for any purpose, in any way, in any media worldwide; (d) Lymbix may have something similar to the Feedback already under consideration or in development; and (e) you are not entitled to any compensation or reimbursement of any kind from Lymbix, except where expressly documented by a separate Lymbix user agreement.

7. SUBSCRIBER CONDUCT

You agree to not use the Service to:

1. harm minors in any way;
2. impersonate any person or entity, or misrepresent your affiliation with a person or entity;
3. engage in any unsolicited or unauthorized advertising, "spamming" or "chain letters," or any other form of solicitation;
4. transmit or make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
5. interfere with or disrupt the Service or servers or networks connected to the Service; or
6. intentionally or unintentionally violate any applicable local, state / provincial, national or international law;

You will not access any of the Services (a) by any means other than through the interface that is provided, or (b) through any automated means (including use of bots, scripts or web crawlers). You will not override or circumvent any security components or violate any usage rules relating to the protection of materials or technology on the Service.

8. PROPRIETARY RIGHTS

All rights, title and interest to the Service (which includes any Lymbix content or materials made available via the Service, the Service's look and feel, the designs, service marks, trademarks and trade names displayed on the Service) are the property of Lymbix, its affiliates, licensors or users, and are protected by copyrights, patents, trademarks or other proprietary rights and laws. You may not use, copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense or otherwise transfer any right, of any part of the Service without the prior written consent of the respective owner.

Unless otherwise agreed to in a separate agreement between Lymbix and you, with respect to any software that we provide to you as part of the Service ("Software"), Lymbix grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use such Software provided, for the sole purpose of enabling you to use the Service in the manner permitted by this Agreement. The Software is provided as a license for use on one workstation.

You acknowledge and agree that the Software is a proprietary product of Lymbix, protected under copyright laws and any other international treaties, patent law, trade-secrets law and other intellectual property rights of general applicability. You further acknowledge and agree that between you and Lymbix, all rights, title, and interest in and regarding Software, including associated intellectual property rights, marks, are and shall remain with Lymbix.

You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof. You may not assign or grant a sublicense of your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

9. THIRD PARTY CHARGES

You (and not Lymbix) are solely responsible for any fees or charges incurred to access the Service through an internet access or mobile access provider, or other third party.

10. NO RESALE OF SERVICE

You agree to only use the Service for personal purposes, and not for any unintended use of the Service. You agree not to reproduce, duplicate, copy, sell, trade, resell, frame, or exploit for any commercial purposes, any portion of the Service.

11. INDEMNITY

You agree to indemnify and hold Lymbix and its affiliates, members, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, your connection to the Service, your violation of this Agreement, or your violation of any rights of another.

12. MODIFICATIONS TO SERVICE

We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that Lymbix shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

13. TERMINATION

You agree that Lymbix may terminate your Subscription and access to the Service at any time, without notice, for any reason, including but not be limited to, (a) breaches or violations of this Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you to delete your account, (d) discontinuance or material modification to the Service, (e) unexpected technical or security issues or problems, (f) engagement by you in fraudulent or illegal activities, or (g) nonpayment of any fees owed by you in connection with the Services. Termination of your Subscription includes deletion of your password and all related information. You agree that Lymbix shall not be liable to you or any third party for any termination of your account or access to the Service.

14. LINKS

The Service or third parties may provide links to other websites or resources. We do not endorse and are not responsible or liable, directly or indirectly, for any damage or loss caused by your use of or reliance on any such content, goods or services available on or through any such site or resource.

15. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. LYMBIX AND ITS AFFILIATES, MEMBERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) Lymbix and its affiliates, members, officers, employees, agents, partners and licensors make no warranty that (i) the Service will meet your requirements; or (ii) the Service will be uninterrupted, timely, secure, error-free, or free of viruses or other harmful components.

(c) Any material downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material.

You agree that you must evaluate, and bear all risks associated with, the use of the Service.

16. LIMITATION OF LIABILITY

You expressly understand and agree that Lymbix and its affiliates, members, officers, employees, agents, partners and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Lymbix has been advised of the possibility of such damages), resulting from: (a) the use or the inability to use the Service; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the Service; or (e) any other matter relating to the Service.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

17. NOTICE

We may provide you with notices, including those regarding changes to your Subscription, including but not limited to by email, regular mail, text message, postings on the Service, or other reasonable means now known or developed later.

18. DISCLAIMER

Any views, statements, advice or other information made available or expressed by third parties or users are those of the respective third party or user and not of Lymbix. While we actively seek community participation on our website through these various means, we do not endorse and are not responsible for the reliability or accuracy of any advice, opinion or statement made on the Service.

19. FEES

You acknowledge that Lymbix may charge a fee for the use of any Service, provided that Lymbix notifies you of any such fee that applies before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you.

20. MODIFICATION

Lymbix reserves the right to change or modify the Service, any of the terms and conditions of the Agreement, or any policy governing the Service, at any time. You are responsible for regularly reviewing any updates to the agreement at http://www.tonecheck.com/subscription-agreement. Any changes or modifications to the agreement will become binding with your continued use of the Service after such terms have been updated by Lymbix.

21. SUPPORT; CHANGES TO SERVICE

Standard technical support includes online website and/or portal access, and upgrades to the Service while your Subscription is active. Lymbix reserves the right to provide you with customer support, in its sole discretion, and may terminate such support at any time without notice.

Lymbix may change, limit, suspend, or discontinue any aspect of the Service at any time, including the availability of any feature or content.

22. GENERAL

This Agreement shall be governed by applicable Canadian law and the laws of the Province of New Brunswick, excluding any conflict of law provisions. The parties hereby consent to the exclusive jurisdiction of Canadian or New Brunswick law in connection with any dispute arising out of or in connection with this Agreement or its subject matter, and the parties irrevocably waive any right that they may have to assert that any such court lacks jurisdiction or that such forum is not convenient. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. You may not assign or otherwise transfer, by operation of law or otherwise, this Agreement or any rights or obligations hereunder. Any such purported transfer or assignment will be void. Subject to the foregoing sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and assigns. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof.