This EULA shall govern the supply of our Memozine software through our website,
the use of that software and the sale and purchase of licence keys for that software.
You will be asked to give your express agreement to this EULA when you download and
install the software and when you purchase a licence key for the software.
The software is copyright (c) 2017-2020 Three Trees Ltd. Subject to the express
provisions of this notice:
we own and control all the copyright and other intellectual property rights in
the software; and
all the copyright and other intellectual property rights in the software are
This EULA does not affect any statutory rights you may have as a consumer.
In this EULA:
"we" means Three Trees Ltd. (and "us" and "our" should be construed
"you" means our licensee or prospective licensee under this EULA (and "your"
should be construed accordingly);
"software" means the Memozine software that is available for download on
our website, including any free-of-charges updates to that software published by
us from time to time; and
"your software" means any such software that you have downloaded from our
website or otherwise used (including any enhanced or upgraded version of the
software that we may make available to you from time to time).
This Section 3 shall apply to any free-of-charge use of the software.
Unless and until you purchase a licence key for the software, you may only use the
software for the purpose of evaluating the software, and you must not use it for any
other purpose; and your rights under Clause 5 shall be restricted accordingly.
In addition, your rights to use the software shall be restricted in such manner and/or
to such period as we may determine in our sole discretion, and we will: apply
technological protection measures to the software to enforce these restrictions; or
notify you of these restrictions; or both. In particular, we will limit the number of
items and/or the amount of data that you may manage using the software.
We may terminate your licence to use any evaluation software at any time, by giving you
written notice of termination or deactivating the software.
The advertising of licence keys for the software on our website constitutes an
"invitation to treat" rather than a contractual offer.
No contract will come into force between you and us for the purchase of a licence key
unless and until we accept your order, via the website, in accordance with the procedure
set out in this Section 4.
To enter into a contract through our website to purchase a licence key for the software
from us, the following steps must be taken:
you must visit the "Purchase" page of the website, where you will be informed of
the price and of the purchase process;
you must enter your name and email address, and indicate that you want to
purchase a licence;
you must enter your payment details and proceed with the payment;
if the payment is successful, the website will generate a unique licence key (a
reasonably long string of letters and digits) and record it in our database
together with your name and email address; and
you will then be redirected to a confirmation page, on which the licence key is
displayed (at which point the contract between you and us with respect to the
licence key shall come into force).
Following the completion of this process, the website will also send you an email
including the licence key, together with a VAT receipt for the purchase.
After you have downloaded the software and installed it on your computer, you must run
the software and click "Register"; you should then enter the licence key, and the
software will connect to our website to validate the key. You acknowledge that you will
need to maintain an Internet connection during this process.
You will have the opportunity to identify and correct input errors prior to making your
Subject to your compliance with this EULA, we grant to you a worldwide, non-expiring,
non-exclusive, non-transferable licence to make the permitted uses of your software in
accordance with Section 5.2 for your own personal non-commercial purposes, providing
that you must not in any circumstances make any use of your software that is prohibited
by Section 5.3.
The "permitted uses" of your software are:
downloading a copy of your software;
installing a copy of your software on not more than 1 desktop or notebook
computer, or if you have purchased a licence key not more than 2 desktop or
creating a single back-up copy of your software; and
using your software in accordance with any documentation for the software that
we supply or make available to you.
The "prohibited uses" of your software are:
the publication, sale, licensing, sub-licensing, renting, transferring,
transmission, broadcasting, distribution or redistribution of the software in
the editing, modification, adaptation or alteration of the software, and the
creation of any derivative work incorporating the software;
the use of the software in any way that is unlawful or in breach of any person's
legal rights under any applicable law, or in any way that is offensive,
indecent, discriminatory or otherwise objectionable;
the use of the software to compete with us, whether directly or indirectly;
the reverse engineering, decompilation or disassembly of the software; and
the circumvention or removal of, or any attempt to circumvent or remove, the
technological measures applied to the software for the purpose of preventing
providing that nothing in this Section 5.3 will prohibit or restrict you or any
other person from doing any act expressly permitted by applicable law.
You are responsible for ensuring that you have access to the necessary computer systems,
media systems, software and network connections to receive and enjoy the benefit of your
All intellectual property rights and other rights in the software not expressly granted
by this EULA are hereby reserved.
You must retain, and must not delete, obscure or remove, copyright notices and other
proprietary notices on or in any software.
The rights granted to you in this EULA are personal to you, and you must not permit any
third party to exercise these rights.
If you breach any provision of this EULA, or if any amount paid to us with respect to
any licence key is subject to a charge-back or refund, then the licence set out in this
Section 5 will automatically terminate.
You may terminate the licence set out in this Section 5 by deleting all copies of the
software in your possession or control.
Upon the termination of a licence under this Section 5, you must, if you have not
previously done so, promptly and irrevocably delete from your computer systems and other
electronic devices all copies of the relevant software in your possession or control,
and permanently destroy any other copies of the relevant software in your possession or
You acknowledge that the software may be subject to laws restricting and/or regulating:
the inter-jurisdictional import, export, supply, disclosure, transfer or
transmission of goods, services, software, technology, technical know-how, data
and/or information; and/or
the import, export, supply, disclosure, transfer or transmission of goods,
services, software, technology, technical know-how, data and/or information from
or to designated entities or persons, or from or to designated classes of
entities or persons,
and you must comply with such laws in relation to the software.
Support and maintenance
We may from time to time agree to provide support services in relation to your software
and/or make available updates to your software, but we shall have no obligation to do so
whether under this EULA or otherwise.
If we do provide support services to you, then the provision of those services shall be
subject to the limitations and exclusions of warranties and liabilities set out in this
If we do make available updates to your software, then access to such updates may be
subject to the payment of additional charges. In any case, updates to the software shall
form part of the software under this EULA and accordingly shall be subject to the
licensing terms and other terms set out in this EULA.
Prices and payments
Our prices are quoted on our website.
We will from time to time change the prices quoted on our website, but this will not
affect contracts that have previously come into force.
You must pay to us VAT in accordance with applicable law.
You must, during the checkout process, pay the price of any licence key you order.
Payments may be made by debit or credit card, or using any other permitted method
specified on our website from time to time.
Distance contracts: cancellation right
This Section 8 applies if and only if you offer to contract with us, or contract with
us, as a consumer - that is, as an individual acting wholly or mainly outside your
trade, business, craft or profession.
You may withdraw an offer to enter into a contract to purchase a licence key with us
through our website, or cancel a contract to purchase a licence key entered into with us
through our website, at any time within the period:
beginning upon the submission of your offer; and
ending at the end of 14 days after the day on which the contract is entered
subject to Section 8.3. You do not have to give any reason for your withdrawal
You agree that we may supply or make available to you the licence key for the software
before the expiry of the period referred to in Section 8.2, and you acknowledge that, if
we do supply or make available to you the licence key before the end of that period, you
will lose the right to cancel referred to in Section 8.2.
In order to withdraw an offer to contract or cancel a contract on the basis described in
this Section 8, you must inform us of your decision to withdraw or cancel (as the case
may be). You may inform us by means of any clear statement setting out the decision. In
the case of cancellation, you may inform us using the
that we will make available to you. To meet the cancellation deadline, it is sufficient
for you to send your communication concerning the exercise of the right to cancel before
the cancellation period has expired.
If you cancel an order on the basis described in this Section 8, you will receive a full
refund of the amount you paid to us in respect of the order.
We will refund money using the same method used to make the payment, unless you have
expressly agreed otherwise. In any case, you will not incur any fees as a result of the
We will process the refund due to you as a result of a cancellation on the basis
described in this Section 8 without undue delay and, in any case, within the period of
14 days after the day on which we are informed of the cancellation.
Warranties and acknowledgements
You acknowledge that, while the software will be compatible with the versions of Windows
specified on our website as at the date of the purchase of your licence key, we do not
undertake to update the software to maintain compatibility with newer versions of
Windows, although we may nonetheless do so. You further acknowledge that from time to
time, as updates are applied to the software, the software may cease to be compatible
with older versions of Windows.
We warrant to you that the software, when in accordance with this EULA, will not
infringe any third party's copyright under English law.
You warrant and represent to us that:
you are legally capable of entering into binding contracts;
you have full authority, power and capacity to agree to this EULA;
all the information that you provide to us in connection with your order is
true, accurate, complete, current and non-misleading; and
if you are outside the UK, the use of the software in your jurisdiction is
All of our warranties and representations relating to software programs are set out in
this EULA. To the maximum extent permitted by applicable law and subject to Section
10.1, all other warranties and representations are expressly excluded.
You acknowledge that complex software is never wholly free from defects, errors and
bugs; and subject to the other provisions of this EULA, we give no warranty or
representation that the software will be wholly free from defects, errors and bugs.
You acknowledge that complex software is never entirely free from security
vulnerabilities; and subject to the other provisions of this EULA, we give no warranty
or representation that the software will be entirely secure. You further acknowledge
that you are responsible for ensuring that your computer systems are secure.
You acknowledge that the software is only designed to be compatible with that software
specified as compatible in this EULA; and we do not warrant or represent that the
software will be compatible with any other software.
You acknowledge that changes to the database used by the software, other than by means
of the software, may cause the software to cease to function properly or at all. We
shall have no responsibility or liability for any loss or damage resulting from any such
You acknowledge that we may at any time cease to publish and distribute the software,
but this will not affect the continuation of this EULA and any licence entered into
under this EULA before such time.
Limitations and exclusions of liability
Nothing in this EULA will:
limit or exclude any liability for death or personal injury resulting from
limit or exclude any liability for fraud or fraudulent misrepresentation;
limit any liabilities in any way that is not permitted under applicable law; or
exclude any liabilities that may not be excluded under applicable law,
and, if you are a consumer, your statutory rights will not be excluded or
limited by this EULA, except to the extent permitted by law.
The limitations and exclusions of liability set out in this Section 10 and elsewhere in
are subject to Section 10.1; and
govern all liabilities arising under this EULA or relating to the subject matter
of this EULA, including liabilities arising in contract, in tort (including
negligence) and for breach of statutory duty, except to the extent expressly
We will not be liable to you in respect of any losses arising out of any event or events
beyond our reasonable control.
We will not be liable to you in respect of any business losses or trading losses,
including (without limitation) loss of or damage to profits, income, revenue, use,
production, anticipated savings, business, contracts, commercial opportunities or
You are responsible for ensuring that you create and maintain backups of any and all
data that you may store or organise using the software. We will not be liable to you in
respect of any loss or corruption of any data.
We will not be liable to you in respect of any special, indirect or consequential loss
You accept that we have an interest in limiting the personal liability of our officers
and employees and, having regard to that interest, you acknowledge that we are a limited
liability entity; you agree that you will not bring any claim personally against our
officers or employees in respect of any losses you suffer in connection with our
software or this EULA (this will not, of course, limit or exclude the liability of the
limited liability entity itself for the acts and omissions of our officers and
Our liability to you under this EULA in relation to any event or series of related
events shall not exceed the total amount paid and payable to us by you in relation to
the software, providing that this Section 10.8 shall not apply to any liability we may
have under Clause 9.2.
Our aggregate liability to you under this EULA shall not exceed GBP 1,000.
We may revise this EULA from time to time by publishing a new version on our website. A
revision of this EULA will apply to contracts entered into at any time following the
time of the revision, but will not affect contracts made before the time of the
You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our
rights and/or obligations under this EULA - providing, if you are a consumer who has
purchased a licence key, that such action does not serve to reduce the guarantees
benefiting you under this EULA. You may not without our prior written consent assign,
transfer, sub-contract or otherwise deal with any of your rights and/or obligations
under this EULA.
No breach of any provision of this EULA will be waived except with the express written
consent of the party not in breach. No waiver of any breach of any provision of this
EULA shall be construed as a further or continuing waiver of any other breach of that
provision or any breach of any other provision.
If a provision of this EULA is determined by any court or other competent authority to
be unlawful and/or unenforceable, the other provisions will continue in effect. If any
unlawful and/or unenforceable provision of this EULA would be lawful or enforceable if
part of it were deleted, that part will be deemed to be deleted, and the rest of the
provision will continue in effect.
This EULA is for our benefit and your benefit, and is not intended to benefit or be
enforceable by any third party. The exercise of the parties' rights under this EULA is
not subject to the consent of any third party.
Subject to Section 10.1, this EULA shall constitute the entire agreement between you and
us in relation to the use of our software, and the sale and purchase of licence keys for
our software, and shall supersede all previous agreements between you and us in relation
to that subject matter.
This EULA shall be governed by and construed in accordance with English law.
Any disputes relating to this EULA shall be subject to the exclusive jurisdiction of the
courts of England.
Statutory and regulatory disclosures
We will not file a copy of this EULA specifically in relation to each user or customer
and, if we update this EULA, the version to which you originally agreed will no longer
be available on our website.
This EULA is available in the English language only.