Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements.  In addition to any other capitalized terms defined throughout the body of this  Agreement, the following capitalized terms have the following definitions: 

• Account means a unique account created for You to access our Service or parts of our Service.

• Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

• Application refers to “Secret Memory”, the software program provided by AppStudio RD. Secret Memory is also referred to as “Secret Memory”, “Service”, “System” or “Software”.

• Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to AppStudio RD.

• Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.

• Country refers to: Canada

• Device means any device that can access the Service such as a cellphone or a digital tablet.

• Personal Data is any information that relates to an identified or identifiable individual.

• Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used.

• Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.

• Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

• Website refers to Studio RD, accessible from https://www.studiord.ca

• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to You in the most appropriate manner for the express purpose of meeting Your needs in respect of provision of the AppStudio RD’s stated services, in accordance with and subject to, prevailing law of Canada. 

Services and Support

Secret Memory requires an Internet connection to function correctly. Your information created in Secret Memory is encrypted with 256-bit AES ciphers and transmitted to Secret Memory’s Cloud Security Vault using a 256-bit encrypted TLS connection. AppStudio RD employees do not have access to Your records. We cannot help You retrieve Your records if You forget Your Password. Information such as Your IP address and login information is utilized for Your security and protection.  The Software provided is subject to this Agreement, as it may be amended by AppStudio RD, and any guidelines, rules or operating policies that AppStudio RD may establish and post from time to time (this “Agreement” including without limitation the Company’s Privacy Policy, as linked from all email generated from AppStudio RD or otherwise furnished to You (the “Policy” (unless otherwise stated, all references to the Agreement shall include the Policy).

Periodically, You may provide AppStudio RD support staff with remote access to view Your computer screen only for the purpose of troubleshooting issues that arise in your use of Your Software. AppStudio RD will not have access to Your Password or Your data. You hereby waive any claim for damages from any problems that may arise from such access, including without limitation any disruption or damage caused by AppStudio RD or its personnel.

 

Restrictions and Responsibilities

General Restrictions. You will not, directly or indirectly (and will not allow any third party to): (i) reverse engineer, decompile,  disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or documentation related to the Services (“Software”);  (ii) modify, translate, display, republish, or create derivative works based on the Services or Software; (iii) act as a reseller or distributor of, or a service bureau for, the Services or otherwise use, exploit, make available or encumber the Services to or for the benefit of any third party;  (iv) use the Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (v) use the Services to post or send infringing, obscene, threatening, libellous, or otherwise unlawful material; (vi) use the Services to access blocked services in violation of applicable laws; (vii) upload to the Services or use the Services to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (viii) use the Services to run automated queries to web sites; (ix) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (x) attempt to gain unauthorized access to the Services or its related systems or networks.

AppStudio RD, in its sole discretion, may remove content and block user access to any content that it determines to be illegal, threatening, pornographic, abusive, obscene or in violation of another party’s intellectual property.

Maintenance of Your Records.  Micro-data and files stored in Your Secret Memory vault are referred to as “Secret Memory Records.” Secret Memory will maintain an encrypted binary file of Your Secret Memory records on Secret Memory Vault, provided that You are a paid-subscriber of the Software. The Cloud Security Vault is used to enable seamless synchronization of Your records on your devices where Secret Memory is installed.

If Your subscription expires and You choose not to renew Your subscription within 90 days, AppStudio RD reserves the right to delete any Secret Memory records contained in Your account that have files (e.g. documents, photos, etc.) contained in them. Notice will be sent to You prior to termination based on the email address associated with Your Secret Memory account. 

A Free User of the software is permitted to use Secret Memory for a period of 14 days. After 14 days, a Free User will be required to purchase a paid storage plan. If You are a free user who has not utilized the Software within 12 months, AppStudio RD reserves the right to terminate and delete Your account. Notice will be sent to You prior to termination based on the email address associated with Your Secret Memory account.

All users of the Software are required to adopt and maintain the Privacy Policy, which may be modified by AppStudio RD from time to time.  Violation of these responsibilities and restrictions may result in the termination of this Agreement.

Password.You hereby understand that upon using the Software, You will be required to create a “Password.” The Password will be used by You and only You.  You are responsible for maintaining the security of Your Password and Secret Memory records entered, imported and exported using the Software. AppStudio RD has no knowledge of Your Password and will not ask or be permitted to ask for Your Password. AppStudio RD, will not under any circumstances, have access to Your Password or the records stored in Secret Memory.  You agree to not issue Your Password to any third parties and shall not, under any circumstances, issue Your Password to any customer support representative of AppStudio RD in the event You contact AppStudio RD for Software assistance. Generally, You will agree to not share Your Password with any employee, agent, officer or director of AppStudio RD. AppStudio RD shall not be responsible for the actions of any individuals who misuse or misappropriate Your Secret Memory information or other any of your assets using Your Password or the information stored in Secret Memory.

Age of Use.The Software is available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software is not available to individuals under the age of 18. By using the Software, You represent that You are over the age of 18. If You do not qualify, You are not permitted to use the Software. If You are using Secret Memory in Your capacity as an employee under an administered program, You must have authorization to use the Software by Your administrator.

Policy Compliance; Monitoring. You represents, covenants and warrants that You will use the Services only in compliance with Secret Memory’s standard published policies then in effect and all applicable laws and regulations. Although AppStudio RD has no obligation to monitor Your use of the Services, AppStudio RD may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.  You shall use the Software only in compliance with this Agreement. You agree to not use this Software as a means or in a manner that violates any local, state or federal laws in Canada as well as in Your country of use.

Your Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation,  modems, hardware, servers, software, operating systems, networking, devices, and the like (collectively,  “Equipment”). You shall also be responsible for maintaining the security of the Equipment, Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account or the Equipment with or without Your knowledge or consent.

No Implied Endorsements. In no event shall any reference to any third party or third-party Software or service be construed as an approval or endorsement by AppStudio RD of that third party or of any Software or service provided by a third party.

 

Confidentiality and Proprietary Rights

Your Data. You shall own all rights, title, and interest in and to Your Data. To the extent, any Data provided under this Agreement includes any Personal Data.

Aggregated and Anonymized Data. Notwithstanding anything to the contrary, AppStudio RD shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Your Data and data derived therefrom), and AppStudio RD will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development,  diagnostic and corrective purposes in connection with the Services and other AppStudio RD offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. 

Proprietary Rights. AppStudio RD shall own and retain all right, title, and interest in and to (a) the  Services and Software, and all improvements, enhancements or modifications thereto, (b) any software,  applications, inventions, or other technology developed in connection with Implementation Services or support, (c)  aggregated and/or de-identified data prepared pursuant to the precedent Section, and (d) all intellectual property rights related to any of the foregoing. 

AppStudio RD shall have the right to (i) remove or limit distribution of Your Data that AppStudio RD deems reasonably necessary or appropriate if AppStudio RD concludes that Your Data violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any individual or could create liability for AppStudio RD; (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal use of the Services; and (iii) terminate or suspend Your access to all or part of the Services for any violation of this Agreement. Notwithstanding the foregoing, AppStudio RD is not obligated to review Your Data before it is posted via the Services, and AppStudio RD cannot ensure prompt removal of objectionable Data after it has been posted. Accordingly, AppStudio RD assumes no liability for any action or inaction regarding transmissions, communications or content provided by You or third party.

Intellectual Property Rights in Your Content. You agree that You will not use the Software to upload or transmit any contact lists, communications or content of any type that infringe, misappropriate or violate any rights of any party. By submitting ideas, concepts, inventions or content to this application or using them in connection with the Software, You agree that such submission is non-confidential for all purposes. If you make any such submission, You agree that You will not send or transmit to AppStudio RD or to any third party using the Software, any communication or content that infringes or violates any rights of any party. If You submit any business information, ideas, concepts or inventions or content to AppStudio RD by email, You agree such submission is non-confidential for all purposes. If You make any submission to AppStudio RD or if You submit any business information, idea, concept or invention to AppStudio RD by email, You automatically grant or warrant that the owner of such content or intellectual property has expressly granted AppStudio RD a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner.

You agree to use Secret Memory at Your own risk. AppStudio RD does not warrant that Secret Memory will be uninterrupted or error free nor does it make any warranty as to the results that may be obtained from its use. The Software is provided “as is” and AppStudio RD disclaims all warranties, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Your sole and exclusive remedy for any failure or non-performance of the Software shall be for AppStudio RD to use commercially reasonable efforts to adjust or repair the Software. AppStudio RD regularly makes fixes, enhancements and upgrades to its Software for the benefit of all customers on paid subscription plans.

Security Notification & Disclosure Policy.  AppStudio RD takes extensive measures to protect and safeguard its internal infrastructure, Software, intellectual property, stakeholders and its customers.

In using the Software, You may provide information about Yourself or Your employer (such as name, contact information, or other registration information) to AppStudio RD. AppStudio RD may use this information and any technical information about Your use of the Software to tailor its presentations to You, facilitate your movement through the Software or communicate separately with You. If You purchased the Software as a result of solicitation by a channel partner of AppStudio RD, AppStudio RD may share Your information with the channel partner and the channel partner may share related information with AppStudio RD. AppStudio RD will not provide Your contact information to companies You have not authorized for that purpose unless required by law.

Please read our Privacy Policy. If You are a security researcher or security expert, be advised that any notifications made to AppStudio RD by You, involving a purported security vulnerability of our Software and/or infrastructure will be investigated and acted upon swiftly for timely remediation. AppStudio RD welcomes collaboration with security researchers on potential opportunities of responsible disclosure. Please contact us at secretmemorysupport@studiord.ca.

AppStudio RD welcomes input and feedback about it’s Software and systems from security researchers. The unauthorized access to AppStudio RD’s systems, Software and/or a user’s device which runs Secret Memory is against the law. Furthermore, the threat of maliciously disclosing or actual malicious disclosure of any purported weakness, security flaw or degradation of our Software or systems (which are proprietary and property of AppStudio RD) will be treated as a breach and unauthorized access to Secret Memory systems.

 

Subscription Fees, Payment Terms, Refund Policy and Termination

Fees. You will pay AppStudio RD the fees applicable to the product subscription plan, as set forth on our Pricing Page (the “Fees”).  The fees charged by AppStudio RD are referred to as Subscription Fees. The Software is subject to annual Subscription Fees to operate the Software on more than one mobile device or to gain access to enhanced features which include, without limitation: Secure Video Streaming, Secure Shared Folders and Emergency Access.

When You sign up for Secret Memory, You can use all premium features such as Secure Video Streaming and Secure Shared Folders – free of charge for 14 days. After 14 days, You can continue using the premium features for an annual subscription. Upon upgrading from the free version of Secret Memory or by purchasing the paid version of Secret Memory with expanded features and benefits, You will be subject to annual Subscription Fees in accordance with the Fee Schedule as shown on the website. You will be required to submit payment annually in advance for the Software. Access to the paid-version of Secret Memory will be disabled until payment is received. Subscription Fees are billed and collected in advance based on Your subscription plan. 

You are responsible for any fees or charges incurred to access the Secret Memory application through an Internet access provider or third-party service.

Pricing Changes. AppStudio RD may change the pricing of its products at anytime. Pricing changes will be published on AppStudio RD’s website or in third-party application stores. All fees and charges incurred in connection with Your username and password will be billed to the payment method designated during the registration process. 

Billing Disputes. If You believes that AppStudio RD has billed You incorrectly, You must contact AppStudio RD no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to AppStudio RD customer support department. 

Automatic Renewal; Cancellation. Each product subscription plan will automatically renew upon each applicable billing cycle, unless You cancel Your subscription at least 30 days prior to renewal. AppStudio RD reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the  Initial Service Term or then-current renewal term.  If You don’t cancel Your product subscription plan before renewal, You hereby authorizes AppStudio RD to collect payment for the increased pricing.

Downgrades. If You fail to pay Fees when they are due, AppStudio RD may downgrade You to a free product plan. If You are downgraded, You may lose access to Your Data and certain paid features of functionality, but this Agreement will continue to apply. 

Upgrades. You may upgrade Your account at any time. If you are upgrading Your subscription You will only be charged for the remainder of Your annual subscription. The full amount of the new plan will be charged annually thereafter. You agree to pay all fees, taxes and charges incurred in connection with Your Secret Memory subscription at the rates in effect when the charges were incurred. A standard annual billing cycle is 365 days.

Channel Partners, Mobile Operators & Resellers.You are responsible for reviewing the Fee Schedule from time to time and remaining aware of the fees charged by AppStudio RD. The Fee Schedule, including subscription quantities and pricing, is subject to change at any time in AppStudio RD’s sole discretion. AppStudio RD will use good-faith efforts to notify You via email prior to effectuating any change to the Fee Schedule. If You receive special discounts through a Channel Partner or Value Added Reseller of the Software, those discounts may not be available if You cease to continue to be a customer of the Channel Partner or Value Added Reseller, in which case AppStudio RD’s standard subscription fees will apply. AppStudio RD may rely on information provided by the applicable Channel Partner or Value Added Reseller, if any, with respect to the status of Your account.

Invalid or Cancelled Payments. In the event that You cancel your payment or it is otherwise terminated, You must immediately provide us with a new, valid payment.  If AppStudio RD is for any reason unable to effect automatic payment via our payment provider (RevenueCat), AppStudio RD will attempt to notify You via email and Your Secret Memory account will be disabled until payment is received.

Refunds. You may cancel Your account at any time. Since the Software is delivered in full at the time of purchase and we cannot uninstall it from Your device(s), You will not be issued a refund.

Invoices. AppStudio RD may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by AppStudio RD thirty (30) days after receipt of the invoice by You and including electronic receipt via email. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. You shall be responsible for all direct taxes associated with Services other than applicable federal, state, and local taxes in Canada and in other countries and territories based on AppStudio RD’s income.

Termination. AppStudio RD, in its sole discretion, may immediately disable Your access to the Software without a refund or recourse if it believes You have violated any of the policies listed above or elsewhere in this Agreement.

Effects of Termination; Survival. In the case of termination by AppStudio RD for a uncured material breach, You will pay in full for the Services and is not entitled to any refund of prepaid subscription fees. Upon any termination, You may request deletion of Your Data by contacting secretmemorysupport@studiord.ca. or by sending your request to https://studiord.ca/secret-memory-account-request/.  All sections of this Agreement which by their nature should survive termination will survive termination, including,  without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

 

Limited Warranty and Disclaimer

AppStudio RD shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the  Services in a manner that minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by AppStudio RD or by third-party providers, or because of other causes beyond AppStudio RD’s reasonable control, but AppStudio RD shall use commercially reasonable efforts to provide advance notice in writing or by email of any scheduled service disruption. HOWEVER, 

YOU AGREE TO USE SECRET MEMORY AT YOUR OWN RISK.  APPSTUDIO RD DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS  EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND  APPSTUDIO RD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED  WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Your sole and exclusive remedy for any failure or non-performance of the Software shall be for AppStudio RD to use commercially reasonable efforts to adjust or repair the Software. AppStudio RD regularly makes fixes, enhancements and upgrades to its Software for the benefit of all customers on paid subscription plans.

 

Indemnity

You will defend or settle, at Your option, any claim, suit, action, or proceeding brought by a third party  (each a “Third Party Claim”) against AppStudio RD or its affiliates, or its or their respective directors, officers,  employees, contractors, successors, or assigns (the “AppSudio RD Indemnitees”) relating to: (i) Your actual or alleged breach of Your Data; (ii) Your actual or alleged violation of any applicable law, rule, or regulation; (iii) the content of Your Data; or (iv) Your use of the Services other than as authorized under this Agreement, and will indemnify AppStudio RD and the AppStudio RD Indemnitees from and against any and all losses, liabilities, damages, settlement amounts, costs, and expenses (including reasonable attorneys’ fees and court costs) incurred by AppStudio RD, awarded against AppStudio RD by a court of competent jurisdiction, or agreed-to in a mutually approved settlement, in connection with any such Third Party Claim. 

You hereby agree to defend, indemnify and hold harmless AppStudio RD, its business partners, third-party suppliers, providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any messages You distribute using the Software or (iii) otherwise arises from or relates to Your use of the Software. In addition, You acknowledge and agree that AppStudio RD has the right to seek damages when You use the Software for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.

 

Limitation of Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, APPSTUDIO RD AND  ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS,  AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH  RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER  ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ERROR OR INTERRUPTION OF USE OR  FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,  SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (II) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR  CONSEQUENTIAL DAMAGES; (III) FOR ANY MATTER BEYOND APPSTUDIO RD’S REASONABLE CONTROL; OR (IV) FOR  ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID  BY YOU TO APPSTUDIO RD FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT  THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT APPSTUDIO RD HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT OR OTHERWISE, SHALL APPSTUDIO RD OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS; BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF APPSTUDIO RD SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, APPSTUDIO RD IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION [WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), SOFTWARE LIABILITY OR OTHERWISE], THE MAXIMUM AGGREGATE LIABILITY OF APPSTUDIO RD TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE ACCRUAL OF THE APPLICABLE CLAIM, LESS ANY DAMAGES PREVIOUSLY PAID BY APPSTUDIO RD TO YOU IN THAT TWELVE (12) MONTH PERIOD. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

 

Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sub-licensable by You except with AppStudio RD’s prior written consent. AppStudio RD may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers must be in a writing signed by both parties, except as otherwise provided herein. AppStudio RD may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this  Agreement. AppStudio RD will provide You with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Your Services account or by another method reasonably designed to provide notice to You. If You accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute Your acceptance of the revised  Agreement beginning at the next renewal period. No agency, partnership, joint venture, or employment is created as a result of this  Agreement and You don’t have any authority of any kind to bind AppStudio RD in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover commercially reasonable costs and attorneys’ fees. All notices under this Agreement must be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by email to secretmemorysupport@studiord.ca; the day after it is sent, if sent for the next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Any written notice that is delivered in a non-email format must be accompanied by a contemporaneous copy sent via email to secretmemorysupport@studiord.ca. This Agreement shall be governed by the laws of the Province of Quebec in Canada without regard to its conflict of laws provisions. You otherwise agrees to reasonably cooperate with AppStudio RD to serve as a reference account upon request.

If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force, in effect and enforceable. AppStudio RD and You agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties, supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. AppStudio RD reserves the right to modify this agreement at anytime and will publish the most updated version on our website. Your continued use of the Software shall bind You under the modified and revised terms of use. AppStudio RD reserves the right to contact You by email, at the device-level or within the Secret Memory application to notify You of material events or important changes related to Your account.