BY SELECTING THE “I agree to the Terms of Service” CHECK BOX, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU” OR “YOUR”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”). YOUR CONTINUED USE OF THE REQALL SOFTWARE AND/OR THE REQALL SERVICE SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “I agree to the Terms of Service” CHECK BOX AND DO NOT CLICK ON THE “Sign-up” BUTTON. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE OF THE OFFER IS EXPRESSLY LIMITED TO THESE TERMS.

1. SCOPE OF AGREEMENT. This Agreement is a legal contract between You and reQall Inc. (“REQALL”) that governs Your use of any REQALL service (the “Service”) regardless of where and on what device the Service is accessed or operated.

2. REGISTRATION. To use the Service, You must register and provide certain information, including a user name, a password and a valid email address (“Registration Data”). You agree to provide accurate Registration Data and to update the Registration Data as necessary to keep it accurate. REQALL will use the Registration Data in accordance with its privacy policy, which You can review at http://www.reqall.com/about/privacy. You agree that You will not allow others to use Your user name, password and/or account and You are solely responsible for maintaining the confidentiality and security of Your account. You agree to notify REQALL immediately of any unauthorized use of Your password and/or account.

3. ACCESS TO SERVICE. The Standard REQALL service (the “Standard Service”) is free, and You may use it on any compatible device without paying fees to REQALL. REQALL may also offer a premium service that provides additional functionality as compared to the Standard Service (the “Pro Service”). (The Standard Service and the Pro Service are collectively referred to herein as the “Service”.) REQALL may charge fees to access the Pro Service. REQALL may also offer You access to the Pro Service for free for a limited period of time (the “Trial Period”). The terms of your free use of the Pro Service during the Trial Period will be posted at http://www.reqall.com/about/subscriptions. The fee schedule for the Pro Service will also be posted on the same web page. If You fail to pay the fees, REQALL may send you a reminder notice before terminating Your access; but You agree that REQALL is not required to do so. REQALL may terminate Your access to the Pro Service at any time if you miss a payment, with or without notice to You of such termination. REQALL may also terminate Your access to the Standard Service or the Pro Service, as applicable, with or without notice, if You violate the terms of this agreement, the terms of the EULA, or if REQALL reasonably determines that Your activities in connection with the Service violate any law or regulation or any rule posted on the REQALL website. You agree that REQALL shall have no liability to You whatsoever and no obligation to give You a refund if you were a subscriber to the Pro Service at the time of such termination.

4. REGISTRATION AND PAYMENT FOR PRO SERVICE. You must register with REQALL to use either the Standard Service or the Pro Service. REQALL may upgrade Your account to the Pro Service during the Trial Period with or without prior notice. REQALL may send You a notice when the Trial Period is about to expire and will offer You an opportunity to elect to maintain the Pro Service by paying REQALL the fees for such Service posted on its website. You must pay for the Pro Service using the following credit or debit cards: American Express, Discover, MasterCard, Visa, JCB, and Diners Club/Carte Blanche.

5. OWNERSHIP OF SERVICE. REQALL owns all right, title and interest in and to the Service, including without limitation, all intellectual property rights therein.

6. CONTENT FROM YOU. In the course of using the Service you may post, receive or transmit messages, voice recordings, data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images (“User Content”). You hereby grant to REQALL the nonexclusive, fully paid, perpetual, worldwide license to perform, display, modify, translate, distribute, reproduce, transcribe and provide access to such User Content as necessary to operate the Service, subject always to the provisions of REQALL’s Privacy Policy. You represent and warrant that: (i) You own the User Content transmitted or otherwise have the right to grant the licenses set forth in this section, and (ii) the User Content does not violate the privacy rights, publicity rights, copyright rights, intellectual property rights, or any other rights of any person, and (iii) the transmitting of User Content does not result in a breach of any contract between You and a third party. You agree to pay for all royalties, fees and any other monies owing any person by reason of any User Content transmitted. You represent and warrant that You will not transmit User Content that is considered Prohibited Content. “Prohibited Content” includes content that: (a) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) harasses or advocates harassment of another person; (c) involves the transmission of “phishing” emails, “junk mail”, “chain letters”, or unsolicited mass mailing or “spamming”; (d) promotes information that You know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (e) promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files; (f) provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18; or (g) provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses. You agree to use the Service in a manner consistent with any and all applicable laws and regulations. Furthermore, the Service is not designed to support or store emergency data or critical information. You represent and warrant that You shall not rely on the Service to record or store such data.

7. CONTENT RECEIVED BY YOU. You acknowledge that You may receive content from third parties through your use of the Service or website (“Third Party Content”). You agree that REQALL and its licensors shall in no way be liable for any Third Party Content.

8. ACCESS OF THIRD PARTY SITES. From time to time the Service may access third party content sites (“Third Party Sites”) in order to access Your content. In order to do so, the Service may request the username and/or password for such Third Party Site. You warrant that you have the authority to provide the Service such information and hereby grant REQALL the right to use such information to access Your content. REQALL does not guarantee that any such access will continue or be uninterrupted.

9. WARRANTY DISCLAIMER. EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICE AND THE SOFTWARE DOWNLOADED AS PART OF THE SERVICE ARE PROVIDED BY REQALL “AS IS” AND WITHOUT WARRANTY OF ANY KIND. REQALL HEREBY DISCLAIMS (TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW) ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, UNAUTHORIZED USE AND NON-INFRINGEMENT. WITHOUT LIMITATION, REQALL DOES NOT MAKE ANY WARRANTY THAT REQALL’S SOFTWARE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE SOFTWARE OR THE SERVICE WILL OPERATE IN AN ERROR-FREE MANNER, THAT THE SERVICE ITSELF WILL BE RELIABLE, THAT THE MESSAGES OR NOTIFICATIONS DELIVERED BY THE SERVICE WILL BE TIMELY, OR THAT ANY ERRORS IN THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE CORRECTED. REQALL WILL USE REASONABLE COMMERCIAL EFFORTS TO ENSURE THAT THE INFORMATION YOU POST TO THE SERVICE WILL BE SECURE. THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT.

IN ADDITION, REQALL SHALL NOT BE RESPONSIBLE FOR ANY LOSSES ARISING OUT OF THE UNAUTHORIZED USE OF YOUR USER NAME, PASSWORD AND/OR ACCOUNT AND YOU AGREE TO INDEMNIFY AND HOLD HARMLESS REQALL, ITS PARTNERS, PARENTS, SUBSIDIARIES, AGENTS, AFFILIATES AND/OR LICENSORS, AS APPLICABLE, FOR ANY IMPROPER, UNAUTHORIZED OR ILLEGAL USES OF THE SAME. IF YOU ARE RESIDING IN A JURISDICTION WHICH RESTRICTS THE USE OF INTERNET-BASED APPLICATIONS ACCORDING TO AGE, OR WHICH RESTRICTS THE ABILITY TO ENTER INTO AGREEMENTS SUCH AS THIS AGREEMENT ACCORDING TO AGE AND YOU ARE UNDER SUCH AGE LIMIT, YOU MAY NOT ENTER INTO THIS AGREEMENT OR USE THE SERVICES.

10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL REQALL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR (I) ERRORS, MISTAKES, OR INACCURACIES IN THE SOFTWARE OR SERVICE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE OR THE SOFTWARE, (VI) LOST PROFITS (VII) COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER DAMAGES RESULTING FROM YOUR USE OF THE SERVICE OR THE SOFTWARE. REQALL’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY YOU HEREUNDER OR IF NONE PAID TO TEN ($10.00) DOLLARS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. INDEMNITY. You agree to defend, indemnify and hold harmless REQALL, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (a) Your use of and access to the Service; (b) Your violation of any term of this Agreement; or (c) Your violation of any third party right, including without limitation any copyright, property, or privacy right. This indemnification obligation will survive this Agreement.

12. INTERNATIONAL CONSIDERATIONS. REQALL makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.

13. TRADEMARKS. REQALL and its respective designs, trademarks and logos are trademarks of REQALL. All other trademarks and/or service marks are the property of their respective owners.

14. AMENDMENTS TO AGREEMENT. REQALL may from time to time modify this Agreement and post a copy of the amended Agreement at http://www.reqall.com/about/terms. If You do not agree to (or cannot comply with) the Agreement as amended, Your only remedy is to stop using the Service. You will be deemed to have accepted the Agreement as amended if You continue to use the Service after any amendments are posted.

15. MISCELLANEOUS. This Agreement and REQALL’s end user license agreement together constitute the entire agreement between the parties with respect to the use of the Service and REQALL’s Software and supersedes all prior or contemporaneous understandings, communications or agreements, written or oral, regarding such subject matter. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remainder of the Agreement shall be in full force and effect.

The failure of REQALL to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit REQALL’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control) without REQALL’s consent and any action or conduct in violation of the foregoing shall be void and without effect.

REQALL expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California.

The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Clara County, California; You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.