SHOWME SOROBAN REGISTERED USER TERMS OF SERVICE

The following terms constitute an agreement between you and ShowMe Soroban LLC ("we or us"). This agreement ("Terms of Service") governs your use of ShowMe Soroban, which you access by signing-in with a User Name and Password. You create your User Names during the installation process and a Password is provided along with a License Key via e-mail from ShowMe Soroban LLC Customer Support.

BY REGISTERING AND USING SHOWME SOROBAN YOU SIGNIFY THAT YOU AGREE TO THESE TERMS OF SERVICE.

Please review these terms carefully. You agree to transact with us electronically, you consent to the information practices disclosed in the ShowMe Soroban Privacy Policy attached hereto, you consent to resolve in the State of Utah, in the United States of America, any dispute that you may have ShowMe Soroban, its employees, owners or assigns. Please note that we offer ShowMe Soroban without warranties.

About ShowMe Soroban

ShowMe Soroban consists of a software application, a graphical user interface, tutoring curricula, and third part agent and text to speech technologies to which you gain access by purchasing, downloaded the installation package, installing and subsequently registering the computer the software is installed on, and the application via email. Installing the application and registering the product with the separately provided (via email) license key unlocks the abacus tutoring application for your use. Additional features, services, affiliated providers may from time to time be added to enhance or otherwise alter the functionality and serviceability of ShowMe Soroban, so we encourage you to return to these Terms of Services often to review the latest list of offerings and affiliated providers featured with ShowMe Soroban! We are not responsible for the content or dealings that you may have with any third party. Your remedies are solely with the third party.

Changes to these Terms of Service

These Terms of Service govern your relationship with us. We may change these Terms of Service at any time. We will provide at least thirty (30) days notice before any material changes take effect. If you disagree with the changes to these Terms of Service, simply discontinue your use of the ShowMe Soroban application before the modifications take effect. Your ongoing use of ShowMe Soroban after the changes take effect signifies your agreement to the new terms.

Registration

We will open a registered user account for you when you complete your registration. You will be provided a License Key via email that is unique to you and the computer you install the software on. You will also be able to select your own unique Login Name to access the application. In order to purchase and register the software, you must be legally competent to enter into contracts. You agree to safeguard and keep your license and registration keys private and to not share, divulge or disseminate this information (electronically or otherwise). Violation of this provision constitutes a material breach of this agreement. ShowMe Soroban LLC reserves the right to issue replacement registration keys solely at its discretion and without any obligation as it sees fit.

ShowMe Soroban Usage and Statistical Information

The ShowMe Soroban Network Privacy Policy explains the information practices that apply to ShowMe Soroban Usage and Statistical information. You agree that ShowMe Soroban LLC may collect your application usage and statistical information as well as make choices regarding the ways this information is used by ShowMe Soroban LLC and its affiliated providers. You consent to the transfer of this information to and within the United States or other countries for processing and storage by us.

Your Responsibilities

You are responsible for keeping your license and registration keys, confidential. You may use ShowMe Soroban for lawful purposes only. You may not submit or transmit to ShowMe SorobanLLC any material, or otherwise engage in any conduct that contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network, or that gives rise to civil liability; violates these Terms of Service, guidelines or any policy posted on the ShowMe SorobanLLC Website (www.showmesoroban.com), or interferes with the use of ShowMe Soroban by others.

You may not damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of ShowMe Soroban. You may not attempt to gain unauthorized access to any our services, user accounts, computer systems or networks, through hacking, password mining or any other means. We may take any legal and technical remedies to prevent the violation of this provision and to enforce these Terms of Service.

The Services

We may change or discontinue any feature or service at any time and without notice. We may impose general operating rules for said services. For example, we may establish limits on storing, uploading or downloading any statistical or usage data. Certain Services may be added or modified and will have additional terms (such as policies, guidelines, and subscription terms) that will further govern your use of the particular Service and supplement these Terms of Service. If you choose to register for or access any such Service, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.

Access Costs

You must provide at your own expense the equipment and Internet connections that you will need to download the software application, install updates, register the application, send and receive e-mail (either for installation, registration or support), or to run the application. Those costs are in addition to any fees you pay if you elect to purchase ShowMe Soroban. If you are accessing showmesoroban.com through a telephone line, please call your local phone company to determine if the access numbers you select are subject to long distance or other toll charges at your location. Also, if you access showmesoroban.com through wireless applications (e.g., cell phones), your carrier, such as a wireless carrier, may charge fees for alerts, text messaging (including receiving/sending instant messages and e-mail), web browsing and other services that require the use of airtime and wireless data services. Check with your carrier to verify whether there are any such fees that may apply to you. You are solely responsible for any costs you incur to access showmesoroban.com through any wireless or other communication service.

Software

We, or our suppliers, employees, contractors, partners and/or affiliates may provide you with software to use with the Services ("Software"). Such Software will be subject to the terms of the license agreement that accompanies the Software. If there is no license agreement presented to you with the Software, then we and our suppliers grant you a personal, non-exclusive, non-transferable, limited license to install the Software on any single computer or device from which you wish to access and use the Services. Such Software is protected by patents pending, copyright and other intellectual property laws and treaties and owned by us or our partners. You may not sell or redistribute the Software. You may not incorporate it or any portion of it into another product. You may not reverse engineer, decompile or disassemble the Software or otherwise attempt to derive the source code (except where expressly permitted by law). You may not modify, adapt or create derivative works from the Software in any way or remove proprietary notices in the Software. You may access the application only through the software, interfaces and protocols provided or authorized by us. You agree to abide by all laws and regulations in effect regarding your use of the Software. Further, you may not authorize or assist any third party to do any of the things prohibited in this paragraph.

We may automatically check your version of the Software. We may automatically update the Software on your computer to improve the performance and capabilities of the Software. If you shut down the Software during an automatic update or otherwise interfere with the installation of the update, the Software may be damaged and/or cease to operate.

The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth herein.

Support Services

You are using the Software AT YOUR OWN RISK and we are under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes and/or enhancements of the Software, although we reserve the right to do so.

We Make No Warranties

We provide ShowMe Soroban "as is", "with all faults" and "as available." We, our parent company, partners, and our suppliers, affiliates, owners, employees and/or their assigns make no express warranties or guarantees about the Software. TO THE EXTENT PERMITTED BY LAW, WE AND OUR SUPPLIERS DISCLAIM IMPLIED WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SOFTWARE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY SHOWME SOROBAN LLC REPRESENTATIVE SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change. You use the Software at your own risk.


Refund Policy

SOFTWARE: We appreciate your help in improving this program. Please direct any comments, suggestions, and/or any problems you encounter with this software to support@showmesoroban.com. There will be NO REFUNDS on the software.
ABACI: These items are well-constructed with no electronic parts. There is nothing that can break under normal usage. There will be NO REFUNDS, but an Abaci that is damaged upon receipt will be replaced.

Limitation of Liability

YOUR EXCLUSIVE REMEDY REGARDING ANY SOFTWARE PROVIDED BY US SHALL BE THE REPLACEMENT OF ANY SUCH SOFTWARE FOUND TO BE DEFECTIVE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH US IS THE CANCELLATION OF YOUR ACCOUNT. IN NO EVENT SHALL OUR, OUR PARENTS AND OUR AND OUR SUPPLIERS CUMULATIVE LIABILILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF OUR SOFTWARE EXCEED THE TOTAL AMOUNT OF FEES THAT YOU PAID FOR ONE LICENSE OF THE SOFTWARE AT ISSUE.

WE, OUR PARENT, AND OUR SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICES OR INABILITY TO USE THE SOFTWARE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY, AND THE LIABILITY OF OUR PARENT AND SUPPLIERS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Electronic Contracting and Notices

Your affirmative act of registering the software constitutes your electronic signature to these Terms of Service and your consent to enter into agreements with us electronically. You also agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding our Software (collectively, "Notices"). We can send you electronic Notices (1) to the e-mail address that you provided to us during registration, (2) by posting the Notice on the ShowMe Soroban LLC web site. The delivery of any Notice from us is effective when sent or posted by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of software.

In order to receive Notices electronically, you must have a personal computer connected to the internet (telephone, wireless or broadband), and a Windows-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices. You can retrieve an electronic copy and a printable version of this contract by clicking on the "Terms of Service" link on the web page that hosts the software for downloading. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

Entire Agreement

This contract and any supplemental terms, policies, rules and guidelines posted on the Software constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Choice of Law and Location for Resolving Disputes

You agree that the law of the State of Utah in the United States of America governs this contract and any claim or dispute that you may have against us, without regard to Utah's conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the State of Utah in the United States of America.

PLEASE NOTE THAT BY AGREEING TO THESE TERMS OF SERVICE, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF UTAH OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF UTAH IN THE UNITED STATES OF AMERICA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.

Assignment

We may assign this contract at any time without notice to you. You may not assign this contract to anyone else.