TERMS OF USE

LIVESCRIBE WEBSITE TERMS OF USE
TERMS OF SALE FOR GOODS AND LICENSED APPLICATIONS
TERMS OF SERVICE GOVERNING THE SALE OF GOODS
TERMS OF SERVICE GOVERNING LICENSED APPLICATIONS
LICENSED APPLICATION END USER LICENSE AGREEMENT
FIXED PRINT APPLICATION END USER LICENSE AGREEMENT

LIVESCRIBE TERMS OF USE

THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH YOU MAY ACCESS AND USE LIVESCRIBE'S WEBSITE AND ITS ASSOCIATED SITES (THE "WEBSITE"). BY ACCESSING THE WEBSITE YOU ARE AGREEING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS YOU MAY NOT ACCESS OR USE THE WEBSITE.

1. AMENDMENTS

   Livescribe, Inc. ("Livescribe") may amend these Terms of Use ("Terms") at any time in its sole discretion. Any amendments are effective when posted. Your continued use of the Website means that you accept the amendments. If you do not agree with the amended Terms, please do not use or access the Website. These Terms may not otherwise be amended.

2. LICENSE

   Livescribe grants you a limited, non-exclusive and non-transferable license to use and access the Website, including the Livescribe Store, Community, and associated services, subject to these Terms. Livescribe does not grant you any other right, title or interest in the Website or its contents.

3. ACCESS

   Certain portions of the Website may require you to have an account. This may require you to provide information to Livescribe for registration. You agree to (a) provide true, accurate, current and complete information about yourself as requested and (b) promptly update this information as required to keep it true, accurate, current and complete. Please see our Privacy Policy for details about how Livescribe manages personal information that you may provide.

   Livescribe has the right, in its sole discretion, to suspend or terminate your access and use of the Website in the event Livescribe believes that you are conducting yourself or providing information in a manner which is in breach of these Terms.

   Livescribe does not intend its Website for use by children under the age of 13. If you are 13 or younger, you may not access or use the Website.

   Any access or use of the Website in violation of these Terms is a trespass on Livescribe's computer systems, an infringement of Livescribe's intellectual property and an unlawful use of Livescribe's assets.

4. USER CONDUCT

   As a user, you will conduct yourself in a manner consistent with these Terms.

   In addition, you shall not:

   1. submit any information or link to any content, information or service that is obscene or contains pornography of any kind;
   2. use the Website to commit any dishonest act, act of fraud or any act that potentially or actually violates any third party rights;
   3. submit any information or link to any material that potentially or actually violates any other party's intellectual property or proprietary rights, including without limitation, copyright, patent, trademark, trade secret, right of publicity or privacy;
   4. submit any information or link to any material that is defamatory, libelous, harassing or threatening of or to any person or entity;
   5. submit any information or link to any material that is potentially or actually harmful including, without limitation, that which places any person's health or safety at risk, places the integrity or security of any computer system at risk or distributes any virus, Trojan horse, worm, time bomb or other harmful or invasive computer program;
   6. submit any information or link to any material that in any way violates any federal, state or local law, statute, ordinance or regulation in any jurisdiction including without limitation those relating to export control, consumer protection, unfair competition, discrimination, false advertising or copyright;
   7. undertake any activity that potentially or actually creates liability or damage to Livescribe, its computer systems or service providers;
   8. send unsolicited e-mail to other users excluding private messaging via the Community site; or
   9. harvest or collect information about other users, including e-mail addresses, without the user’s consent.

   You may not to use any spider, robot or other automatic means to search or monitor the content of the Website. You may not use any automatic means, including software, to attempt to or actually interfere with Livescribe's products and Websites or their use by any other user. You may not cause any unreasonable burden or load on Livescribe's software or its computer systems.

5. USER SUBMISSIONS

   Content that you submit to the Website are "User Submissions." "User Submissions" may include comments you make in a blog or a forum post ("User Comments"), content that you have created with a Livescribe product ("User Content"), and software applications you create for use with a Livescribe product ("User Software"). You retain all of your ownership rights in your User Submissions.

   Your submission and use of any User Software is governed by a separate license agreement.

   By submitting User Comments and User Content to Livescribe, you hereby grant the following licenses:

   To Livescribe, a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Comments and User Content in connection with the Website and Livescribe's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Website (and derivative works thereof) and Livescribe products in any media formats and through any media channels. To each user of the Website, a non-exclusive license to access your User Comments and User Content through the Website, and to use, reproduce, distribute, display and perform such User Comments and User Content as permitted by the Website and under these Terms.

   All User Submissions must comply with these Terms. While Livescribe reserves the right to review any User Submission prior to posting on the Website, however, it is under no obligation to review. Livescribe may refuse any User Submission that it deems to be in violation of these Terms, the Community Guidelines or any other law, statute or regulation, in its sole discretion.

   Livescribe's posting of a User Submission does not mean that Livescribe agrees with or endorses the content of that submission or that the submission complies with these Terms. You are responsible for independently verifying any information in a User Submission. Notwithstanding Livescribe's review, you agree to indemnify and hold Livescribe and other users harmless from any loss or damage that Livescribe or any user may suffer as a result of your User Submission.

6. INTELLECTUAL PROPERTY

   Livescribe has certain protectable proprietary rights in its products and Website, including copyrights and trademarks. Other than as specifically stated in these Terms, you may not modify, copy, publish, republish, transmit, sell, create derivative works, display or in any way exploit any content contained on the Website.

   Software and/or any digital products available for download from the Website ("Downloads"), including User Software, is the copyrighted work of Livescribe, its developers, suppliers and partners. The terms of an end user license agreement will govern any Downloads.

   If you believe that your copyright rights have been violated by any content on our Website, please see the provisions here.

7. WARRANTY DISCLAIMER

   THE LIVESCRIBE WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" AND IS USED BY YOU AT YOUR SOLE RISK. LIVESCRIBE MAKES NO EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS WHATSOEVER, AND SPECIFICALLY DISCLAIMS THE SAME INCLUDING WITHOUT LIMITATION, ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING THOSE IMPLIED BY STATUTE. THE LIVESCRIBE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS, VIRUSES OR OTHER LIMITATIONS. LIVESCRIBE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY SUCH BUGS, ERRORS, PROBLEMS OR VIRUSES OR OTHER LIMITATIONS. LIVESCRIBE IS NOT RESPONSIBLE FOR ANY CONTENT OR INFORMATION THAT YOU MAY FIND UNDESIRABLE OR OBJECTIONABLE.

8. LIMITED LIABILITY

   You agree that Livescribe will not be liable for any delay, interruption or unavailability of any of the Website or related products and services, whether due to an act or omission of Livescribe or any other party.

   Livescribe does not guarantee the quality, accuracy, completeness or timeliness of information posted on the Website and assumes no obligation to update the information or advise on further developments concerning topics mentioned.

   Any information provided may be changed without notice.

   IN NO EVENT SHALL LIVESCRIBE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE LIVESCRIBE WEBSITE, INCLUDING THROUGH NEGLIGENCE, EVEN IF LIVESCRIBE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNITY

   You agree to indemnify and hold harmless Livescribe, its employees, officers, directors, agents, suppliers, affiliates and other partners from any and all costs, damages, losses, liabilities and expenses whatsoever, including attorney fees, that arise from or relate to your User Submissions, your use of our Website, or your violation of these Terms.

10. NO AGENCY

    You and Livescribe are independent of each other and neither you nor Livescribe intends to create any agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship by these Terms.

11. NO WAIVER

    Livescribe's failure to insist upon or enforce strict compliance with any provision of these Terms shall not be construed as a waiver of any provision or right of the same or different type in the future.

12. ENTIRE AGREEMENT

    These Terms are the entire terms and conditions with respect to your use of and access to the Website. No representative of Livescribe is authorized to amend these Terms. Amendments shall only be effective as provided above.

13. TERMINATION

    The provisions relating to intellectual property, warranty disclaimer, limited liability, indemnity and governing law shall survive any termination of these Terms.

14. GOVERNING LAW

    These Terms, the relationship between you and Livescribe, your use of the Website, and the resolution of any dispute arising between the parties shall be governed and construed in accordance with the laws of the State of California, U.S.A., without reference to conflicts of laws. You agree that any legal action or proceeding between you and Livescribe that arises from or relates to these Terms or the Website shall be brought exclusively in the courts located in Alameda County, California.

15. SEVERABILITY

    If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain in full force and effect.

16. HEADINGS

    Headings are for reference purposes only and shall not be used in the interpretation of this Agreement.

Last updated: November 19, 2009

TERMS OF SALE FOR GOODS AND LICENSED APPLICATIONS

1. INCORPORATION BY REFERENCE

   These terms of sale for Goods and Licensed Applications sold by Livescribe ("Products") are incorporated by reference into the Terms of Service Governing the Sale of Goods and the Terms of Service Governing Licensed Applications.

2. CONTENT USAGE RULES

   Your use of any Products purchased from the Livescribe Store is conditioned upon your prior acceptance of the Terms of Service Governing the Sales of Goods or the Terms of Service Governing Licensed Applications, as applicable, including, without limitation, the Usage Rules set forth therein.

3. TERRITORY

   Purchases of Goods from the Livescribe Store are available to you only in the United States, its territories, and possessions, and are not available in any other location. Purchases of Licensed Applications from the Livescribe Store are available to you only in the United States, its territories and possessions, Canada, Australia and the United Kingdom, and are not available in any other location.

4. SALES TO END USERS ONLY

   The Livescribe Store sells Products to end user customers only. You may not purchase for resale. Livescribe reserves the right to refuse or cancel your order if Livescribe suspects you are purchasing for resale.

5. PAYMENT METHODS

   The Livescribe Store accepts the following credit cards as forms of payment: Visa, MasterCard, American Express, and Discover. Livescribe may obtain a pre-approval from the credit card company for an amount up to the amount of the order. Billing to your credit card occurs at the time of purchase or shortly thereafter. We are only able to accept credit cards issued by banks from the United States, Canada, Australia and the United Kingdom. Debit cards and check cards have daily spending limits that may prevent the processing of your order. If a transaction has been declined online due to credit card issues, please ensure all data is correct and resubmit. If the transaction is not accepted online, you will be unable to use that card for your transaction and should use another credit card.

6. TAX

   Livescribe Store transactions will include sales or other required value added tax based on your bill-to and shipping address and the tax rate in effect at the time your transaction is completed. We will only charge tax where Goods and Licensed Applications are taxable. No customers are eligible for tax exemptions for transactions made at the Livescribe Store.

7. SOFTWARE

   Software products purchased from the Livescribe Store are subject to your prior acceptance of the terms of any end-user agreements or other terms and conditions required for use of such Products.

8. PRICES

   The Livescribe Store endeavors to offer you competitive prices on current selections. Your total price will include the price of the Product plus any applicable sales or value added tax in effect on the day of purchase. Livescribe reserves the right to change prices for Products offered at the Livescribe Store at any time, and does not provide price protection or refunds in the event of a price drop or promotional offering.

9. CONTENT AVAILABILITY

   The Livescribe Store makes every effort to provide a broad content offering. For this reason, Livescribe reserves the right to change content options without notice. On occasion, a Product may become unavailable following a transaction but prior to download. Your sole remedy in such cases is a refund of the price paid for the unavailable Product. Please contact Livescribe Store Customer Service for assistance in such cases (see below for contact information). In addition, Livescribe reserves the right to enhance Products purchased from the Livescribe Store, including Products purchased but not yet downloaded. Among other things, such enhancements may result in larger file sizes (requiring, for example, longer download times and additional disk space for storage).

10. FOR ASSISTANCE WITH ORDERS - LIVESCRIBE STORE CUSTOMER SERVICE

    For assistance with billing questions or other order inquiries, please refer to our online support page by clicking here. If you cannot find the answers you are seeking, you can contact us by clicking here, clicking on the appropriate Customer Service topic, then using the contact button or email form at the bottom of the page. Responses to emails will be provided as soon as possible.

11. PROOF OF PURCHASE

    Livescribe will send you a confirmation of your order via email if you have included an email address with your order.

12. OTHER TERMS AND CONDITIONS

    Livescribe reserves the right, in its sole discretion, to refuse or cancel any order and to limit order quantity. Livescribe may require additional qualifying information prior to accepting or processing any order. Livescribe is not responsible for typographic errors. Livescribe reserves the right to change the terms and conditions of sale at the Livescribe Store at any time. Customers are encouraged to review the Terms of Sale on a periodic basis for modifications. All transactions on the Livescribe Store are governed by California law, without giving effect to its conflict of law provisions. Risk of loss and title for all electronically delivered transactions pass to the purchaser in California upon electronic transmission to the recipient. No Livescribe employee or agent has the authority to vary any of the Livescribe Store's policies or the terms and conditions governing any sale.

Last updated: November 19, 2009

TERMS OF SERVICE GOVERNING THE SALE OF GOODS

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LIVESCRIBE INC. ("LIVESCRIBE") STATING THE TERMS THAT GOVERN YOUR USE OF THE LIVESCRIBE STORE SERVICE IN CONNECTION WITH THE PURCHASE OF GOODS. THIS AGREEMENT - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF LIVESCRIBE'S RULES AND POLICIES - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND LIVESCRIBE. BY MAKING A PURCHASE OF GOODS FROM THE LIVESCRIBE STORE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE ANY GOODS FROM THE LIVESCRIBE STORE AND DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND LIVESCRIBE MAY REFUSE ACCESS TO THE LIVESCRIBE STORE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. DEFINITION OF THE LIVESCRIBE STORE SERVICE

   The Livescribe Store (the "Service") permits you to (i) purchase Goods under certain terms and conditions as set forth in this Agreement and (ii) license Licensed Applications, under the terms and conditions set forth in the Terms of Service Governing Licensed Applications. "Goods" shall include, but not be limited to, smartpens, notebooks, accessories and applications with fixed-print content physically distributed to you. "Licensed Applications" shall include, but not be limited to, applications in the following categories: games, learning, utility, reference, music, productivity, and commerce and related applications where fixed-print content is digitally distributed to you. "Products" shall include Goods and Licensed Applications provided by the Service.

2. AGE REQUIREMENTS FOR USE OF THE SERVICE

   This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

3. SYSTEM REQUIREMENTS

   Use of the Service requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

4. POLICIES AND RULES

   Your use of the Service and transactions made through it are subject to Livescribe's Terms of Sale, which can be readily viewed on the Service, and any end-user agreements or other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement. If you have not already read Livescribe's Terms of Sale, you should do so now.

5. LICENSE OF CERTAIN SOFTWARE PRODUCTS

   The application software with fixed-print content physically distributed to you is licensed, not sold, to you. There are two (2) categories of such applications as follows: (i) those that have been developed, and are licensed to you, by Livescribe (the "Livescribe Application"); and (ii) those that have been developed, and are licensed to you, by a third party developer (the "Third Party Application"). The category of the Livescribe Application or Third Party Application, as the case may be, is identified on the Service next to "Seller".

   1. Your license to each Livescribe Application or Third Party Application is subject to the Fixed Print Application End User License Agreement set forth below, and you agree that the terms of the Fixed Print Application End User License Agreement will apply to each Livescribe Application or Third Party Application that you license through the Service, unless the application is covered by a valid end user license agreement entered into between you and the licensor of the application (the "Licensor"), in which case the Licensor’s end user license agreement will apply. The Licensor reserves all rights in and to the Livescribe Application or Third Party Application, as applicable, not expressly granted to you.
   2. You acknowledge that the license to the Livescribe Application you obtain through the Service is a binding agreement between you and Livescribe, and that the license you purchase to each Third Party Application is a binding agreement between you and the third party licensor of that Third Party Application ("the Application Provider") only. The Application Provider of each Third Party Application is solely responsible for that Third Party Application, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to that Third Party Application or your use of that Third Party Application. You acknowledge that you are purchasing the license to each Third Party Application from the Application Provider of that Third Party Application; Livescribe is acting as agent for the Application Provider in providing each such Third Party Application to you; Livescribe is not a party to the license between you and the Application Provider with respect to that Third Party Application; and Livescribe is not responsible for that Third Party Application, the content therein, or any warranties or claims that you or any other party may have relating to that Third Party Application or your use of that Third Party Application.
   3. You acknowledge and agree that Livescribe, and Livescribe’s affiliates, are third party beneficiaries of the Fixed Print Application End User License Agreement, or the Application Provider’s end user license agreement, as the case may be, for each Third Party Application, and that, upon your acceptance of the terms and conditions of the license to any such Third Party Application, Livescribe will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
   4. All Livescribe Applications and Third Party Applications are made available through the Service are licensed to end user customers only.
   5. Certain Livescribe Applications and Third Party Applications may include functionality that enable you to purchase additional services, or licenses to additional functionality or content for use within the Product ("In App Purchases"). In App Purchases that are consumed during the use of Livescribe Applications and Third Party Applications (e.g., virtual ammunition) cannot be transferred among devices; can only be downloaded once; and after being downloaded, they cannot be replaced. Once a consumable In App Purchase is purchased and received by you, Livescribe shall be without liability to you in the event of any loss, destruction, or damage. All In App Purchases are deemed Products, and In App Purchases made within Third Party Applications are deemed Third Party Applications, and treated as such, for purposes of these terms and conditions.

6. PRIVACY

   Except as otherwise expressly provided for in this Agreement, the Service is subject to Livescribe's Privacy Policy, which is expressly made a part of this Agreement. If you have not already read Livescribe's Privacy Policy, you should do so now.

7. YOUR INFORMATION

   You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Livescribe may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that Livescribe may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card.

8. USER ACCOUNT AND SECURITY

   1. Account and Password. As a registered user of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Livescribe of any unauthorized use of your Account or any other breach of security. Livescribe shall not be responsible for any losses arising out of the unauthorized use of your Account.
   2. Security. You understand that the Service and Products transacted through the Service include a security framework using technology that protects digital information and limits your usage of Products to certain usage rules established by Livescribe and its licensors ("Usage Rules"). You agree to comply with such Usage Rules, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Usage Rules for any reason whatsoever. Usage Rules may be controlled and monitored by Livescribe for compliance purposes, and Livescribe reserves the right to enforce the Usage Rules with or without notice to you. You will not access the Service by any means other than through software that is provided by Livescribe for accessing the Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability.

9. REQUIREMENTS AND USE OF GOODS

   1. Requirements. You acknowledge that use of the Goods may require the use of other hardware and software products (e.g., a computer), and that such hardware and software is your responsibility. Once a Product is purchased and you receive the Product, it is your responsibility not to lose, destroy, or damage the Product, and Livescribe shall be without liability to you in the event of any loss, destruction, or damage.
   2. Use of Goods. You acknowledge that the Goods contain security technology that limits your usage of the Goods according to the following applicable Usage Rules, and, whether or not the Goods are limited by security technology, you agree to use the Goods in compliance with the applicable Usage Rules.
   3. Usage Rules. (i) Your use of the Goods is conditioned upon your prior acceptance of the terms of this Agreement. (ii) Your use of the Goods is also subject to the terms and conditions of the end user license agreement applicable for such Good. (iii) You shall be authorized to use the Goods only for personal, noncommercial use. (iv) You shall be authorized to use the Goods on an unlimited number of Livescribe-authorized devices registered to you or your Livescribe Account. (vi) You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or used to administer the Usage Rules. (vii) The delivery of the Goods does not transfer to you any commercial or promotional use rights in the Goods. (viii) Usage rules for software Products are governed by the terms of any end-user agreements or other terms and conditions required for use of such Products.
   4. You agree that your purchase of Goods constitutes your acceptance of, and agreement to, use such Goods solely in accordance with the Usage Rules above, and that any other use of the Goods may constitute intellectual property infringement. The security technology, if applicable, is an inseparable part of the Goods. The Usage Rules shall govern your rights with respect to the Goods, in addition to any other terms or rules that may have been established between you and another party. Livescribe reserves the right to modify the Usage Rules at any time.
   5. You acknowledge that some aspects of the Service, Goods, and administering of the Usage Rules entails the ongoing involvement of Livescribe. Accordingly, in the event that Livescribe changes any part of the Service or discontinues the Service, which Livescribe may do at its election, you acknowledge that you may no longer be able to use the Goods to the same extent as prior to such change or discontinuation, and that Livescribe shall have no liability to you in such case.
   6. The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant Livescribe a worldwide, royalty-free, non-exclusive license to use such materials as part of the Service, and in relation to Products, without any compensation or obligation to you. Livescribe reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability. Livescribe has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Livescribe in its sole discretion deems appropriate, including, without limitation, under Section 14 below or under our Copyright Policy.

10. AGREEMENT TO PAY

    1. Payment for Products. You agree to pay for all Products you purchase through the Service and that Livescribe may charge your credit card for any Products purchased, and for any additional amounts (including any taxes) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING LIVESCRIBE WITH A VALID CREDIT CARD FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card status, you must change your credit card information online at the Account Info section of the Service. (There may be a temporary disruption of your access to the Service until Livescribe can verify the validity of the new credit card information.)
    2. Right to Change Prices and Availability of Products. Prices and availability of any Products are subject to change at any time.
    3. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
    4. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

11. DELIVERY OF PRODUCTS

    1. Given the popularity of some Products, Livescribe may restrict the number of such items that you may purchase. Livescribe will post limitations on quantity on the Livescribe Store website or will inform you of product purchase limits at the time it processes your order. Livescribe reserves the right to change quantities available for purchase at any time.
    2. Livescribe makes every effort to supply you with the Products you order, but there may be occasions when Livescribe confirms orders but learns that it cannot supply the ordered Products, either at all or in the quantities ordered. These occasions can include when Livescribe learns that the Products no longer are being manufactured or they otherwise become unavailable to Livescribe, when Livescribe cannot source components for the configuration you ordered, or when there was a pricing error at the Livescribe Store when you ordered. In those circumstances, Livescribe will contact you to inform you and, if you are interested, Livescribe may suggest alternative Products that might meet your needs. If you do not wish to order alternative Products, Livescribe will cancel your order for Products Livescribe cannot supply and for any other Products that you no longer wish to order as a result, and will refund your purchase price for those Products.
    3. Software Goods. If delivery of a software Product you purchased for your Smartpen is interrupted, your transaction will be included in your download queue. On occasion, technical problems may delay or prevent delivery of your software Product. Your exclusive and sole remedy with respect to that software Product that is not delivered within a reasonable period will be either replacement of such software Product, or refund of the price paid for such software Product, as determined by Livescribe.

12. UPGRADES

    The latest version of the Livescribe, Inc. software is recommended to access the Service. From time to time, an upgrade to the latest version of the Livescribe software may be required in order to make transactions from the Service, to download Livescribe Applications or Third Party Applications previously licensed from the Service (for example, a Livescribe Application or Third Party Application in your download queue) or to take advantage of new features of the Service. The latest version of the Livescribe software is available for download to your computer at no charge, and the minimum system requirements for running it are provided here. To get the latest version of the Livescribe software for your Livescribe-authorized device, you may need to download and install the latest firmware version of the authorized device. Use of Livescribe software is subject to acceptance of its software license agreement presented at the time of installation. For any additional questions regarding required upgrades, please contact Livescribe Store Customer Service.

13. INTELLECTUAL PROPERTY

    1. Acknowledgement of Ownership. You agree that the Service, including but not limited to Products, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by Livescribe, Livescribe affiliates and/or their licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
    2. Removal of Livescribe Content or Other Materials. Notwithstanding any other provision of this Agreement, Livescribe, Livescribe afilliates and their licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will Livescribe be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. Livescribe may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
    3. Copyrights. All copyrights in and to the Service, including but not limited to, the Livescribe Store (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), and software, are owned by Livescribe, Livescribe afilliates and/or their licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
    4. Trademarks. Livescribe, the Livescribe logo, Pulse, and other Livescribe trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Livescribe Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

14. TERMINATION

    1. Termination by Livescribe. If you fail, or Livescribe suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide Livescribe with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties' rights, Livescribe, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).
    2. Termination of the Service. Livescribe reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and Livescribe will not be liable to you or to any third party should it exercise such rights.

15. GENERAL COMPLIANCE WITH LAWS

    The Service is controlled and operated by Livescribe from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.

16. ENFORCEMENT OF THESE TERMS

    Livescribe reserves the right to takes steps Livescribe believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Livescribe's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights). You agree that Livescribe has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Livescribe believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Livescribe's right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party's rights).

17. NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS OR WEB SITES

    Certain content, Products, and services available via the Service may include materials from third parties. In addition, Livescribe may provide links to certain third-party Web sites. You acknowledge and agree that Livescribe is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. Livescribe does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Livescribe is not in any way responsible for any such use by you.

18. MAINTENANCE AND SUPPORT

    Livescribe will be responsible for providing any maintenance and support services with respect to the Livescribe Applications only, as specified in the Fixed Print Application End User License Agreement, or the separate end user license agreement, as the case may be, or as required under applicable law. The Application Provider of any Third Party Application will be solely responsible for providing maintenance and support services with respect to that Third Party Application, as specified in the Fixed Print Application End User License Agreement or the Application Provider end user license agreement, as the case may be, or as required under applicable law. You acknowledge and agree that Livescribe will have no obligation whatsoever to provide any maintenance or support services with respect to any Third Party Application.

19. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS

    1. LIVESCRIBE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME LIVESCRIBE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
    2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY LIVESCRIBE) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
    3. IN NO CASE SHALL LIVESCRIBE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. 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, LIVESCRIBE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
    4. LIVESCRIBE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND LIVESCRIBE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
    5. LIVESCRIBE DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND LIVESCRIBE DISCLAIMS ANY LIABILITY RELATING THERETO. PRODUCTS CAN ONLY BE DOWNLOADED ONCE; AFTER BEING DOWNLOADED, THEY CANNOT BE REPLACED IF LOST FOR ANY REASON. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY PRODUCTS PURCHASED OR RENTED FROM THE LIVESCRIBE STORE THAT ARE STORED IN YOUR SYSTEM.
20. WAIVER AND INDEMNITY. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD LIVESCRIBE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY LIVESCRIBE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM LIVESCRIBE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF LIVESCRIBE'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

21. CHANGES

    Livescribe reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Service. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Livescribe Store following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

22. NOTICES

    Livescribe may send you notice with respect to the Service by sending an email message to the email address listed in your Livescribe Account contact information, by sending a letter via postal mail to the contact address listed in your Livescribe Account contact information, or by a posting on the Livescribe Store. Notices shall become effective immediately.

23. GOVERNING LAW

    The laws of the State of California, excluding its conflicts of law rules, govern these Terms of Service and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Livescribe or relating in any way to your use of the Service resides in the courts of the State of California.

24. MISCELLANEOUS

    These Terms of Service constitute the entire agreement between you and Livescribe and govern your use of the Service, superseding any prior agreements between you and Livescribe. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. 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. Livescribe's failure to enforce any right or provisions in these Terms of Service will not constitute a waiver of such provision, or any other provision of these Terms of Service. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Livescribe will not be responsible for failures to fulfill any obligations due to causes beyond its control.

Last updated: November 19, 2009

TERMS OF SERVICE GOVERNING LICENSED APPLICATIONS

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LIVESCRIBE ONLINE, INC. ("LIVESCRIBE ONLINE") STATING THE TERMS THAT GOVERN YOUR USE OF THE LIVESCRIBE STORE SERVICE. THIS AGREEMENT - TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF LIVESCRIBE ONLINE'S RULES AND POLICIES - COLLECTIVELY CONSTITUTE THE "AGREEMENT" BETWEEN YOU AND LIVESCRIBE ONLINE. BY PURCHASING A LICENSE TO, OR DOWNLOADING A LICENSED APPLICATION FROM THE LIVESCRIBE STORE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PURCHASE A LICENSE TO OR DOWNLOAD ANY LICENSED APPLICATIONS FROM THE LIVESCRIBE STORE AND DO NOT USE THE SERVICE.YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE, AND LIVESCRIBE ONLINE MAY REFUSE ACCESS TO THE LIVESCRIBE STORE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.

1. DEFINITION OF THE LIVESCRIBE STORE SERVICE

   The Livescribe Store (the "Service") permits you to (i) purchase Goods under certain terms and conditions as set forth in the Terms of Service Governing the Sale of Goods, and (ii) license Licensed Applications, under the terms and conditions set forth in this Agreement. "Goods" shall include, but not be limited to, smartpens, notebooks, accessories and applications with fixed-print content physically distributed to you. "Licensed Applications" shall include, but not be limited to, consumer applications in the following categories: games, learning, utility, reference, music, productivity, and commerce, and related applications where fixed-print content is digitally distributed to you. "Products" shall include Goods and Licensed Applications provided by the Service.

2. AGE REQUIREMENTS FOR USE OF THE SERVICE

   This Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions.

3. LICENSE OF LICENSED APPLICATIONS

   1. The Licensed Applications made available through the Service are licensed, not sold, to you. There are two (2) categories of Licensed Applications offered through the Service, as follows: (i) those Licensed Applications that have been developed, and are licensed to you, by Livescribe Online (the "Livescribe Applications"); and (ii) those Licensed Applications that have been developed, and are licensed to you, by a third party developer (the "Third Party Applications"). The category of any particular Licensed Applications (i.e., Livescribe Applications or Third Party Applications, as the case may be) is identified on the Service application next to "Seller".
   2. Your license to each Licensed Application you obtain through the Service is subject to the Licensed Application End User License Agreement set forth below, and you agree that the terms of the Licensed Application End User License Agreement will apply to each Livescribe Application and to each Third Party Application that you license through the Service, unless the Licensed Application is covered by a valid end user license agreement entered into between you and the licensor of the Licensed Application (the "Licensor"), in which case the Licensor’s end user license agreement will apply to that Licensed Application. The Licensor reserves all rights in and to the Licensed Application not expressly granted to you.
   3. You acknowledge that the license you purchase to each Livescribe Application that you obtain through the Service is a binding agreement between you and Livescribe Online, and that the license you purchase to each Third Party Application is a binding agreement between you and the third party licensor of that Third Party Application ("the Application Provider") only. The Application Provider of each Third Party Application is solely responsible for that Third Party Application, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to that Third Party Application or your use of that Third Party Application. You acknowledge that you are purchasing the license to each Third Party Application from the Application Provider of that Third Party Application; Livescribe Online is acting as agent for the Application Provider in providing each such Third Party Application to you; Livescribe Online is not a party to the license between you and the Application Provider with respect to that Third Party Application; and Livescribe Online is not responsible for that Third Party Application, the content therein, or any warranties or claims that you or any other party may have relating to that Third Party Application or your use of that Third Party Application.
   4. You acknowledge and agree that Livescribe Online, and Livescribe Online’s affiliates, are third party beneficiaries of the Licensed Application End User License Agreement, or the Application Provider’s end user license agreement, as the case may be, for each Third Party Application, and that, upon your acceptance of the terms and conditions of the license to any such Third Party Application, Livescribe Online will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
   5. All Licensed Applications made available through the Service are licensed to end user customers only.
   6. Certain Licensed Applications may include functionality that enables you to purchase additional services, or licenses to additional functionality or content for use within the Product ("In App Purchases"). In App Purchases that are consumed during the use of the Licensed Application (e.g., virtual ammunition) cannot be transferred among devices; can only be downloaded once; and after being downloaded, they cannot be replaced. Once a consumable In App Purchase is purchased and received by you, Livescribe Online shall be without liability to you in the event of any loss, destruction, or damage. All In App Purchases are deemed Products, and In App Purchases made within Third Party Applications are deemed Third Party Applications, and treated as such, for purposes of these terms and conditions.

4. SYSTEM REQUIREMENTS

   Use of the Service requires one or more compatible devices, Internet access (fees may apply), and certain software (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software, and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Service.

5. POLICIES AND RULES

   Your use of the Service and transactions made through it are subject to Livescribe's Terms of Sale, which can be readily viewed on the Service, and any end-user agreements or other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement. If you have not already read Livescribe's Terms of Sale, you should do so now.

6. PRIVACY

   Except as otherwise expressly provided for in this Agreement, the Service is subject to Livescribe's Privacy Policy, which is expressly made a part of this Agreement. If you have not already read Livescribe's Privacy Policy, you should do so now.

7. YOUR INFORMATION

   You agree to provide accurate, current, and complete information required to register with the Service and at other points as may be required in the course of using the Service ("Registration Data"). You further agree to maintain and update your Registration Data as required to keep it accurate, current, and complete. Livescribe may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that Livescribe may store and use the Registration Data you provide (including credit card information) for use in maintaining your accounts and billing fees to your credit card.

8. USER ACCOUNT AND SECURITY

   1. Account and Password. As a registered user of the Service, you may receive or establish an account ("Account"). You are solely responsible for maintaining the confidentiality and security of your Account. You should not reveal your Account information to anyone else or use anyone else's Account. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify Livescribe of any unauthorized use of your Account or any other breach of security. Livescribe shall not be responsible for any losses arising out of the unauthorized use of your Account.
   2. Security. You understand that the Service, and Licensed Applications transacted through the Service, include a security framework using technology that protects digital information and limits your usage of Licensed Applications to certain usage rules established by Livescribe and its licensors ("Usage Rules"). You agree to comply with such Usage Rules, as further outlined below, and you agree not to violate or attempt to violate any security components. You agree not to attempt to, or assist another person to, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components related to such Usage Rules for any reason whatsoever. Usage Rules may be controlled and monitored by Livescribe for compliance purposes, and Livescribe reserves the right to enforce the Usage Rules with or without notice to you. You will not access the Service by any means other than through software that is provided by Livescribe for accessing the Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Service. Violations of system or network security may result in civil or criminal liability.

9. USE OF LICENSED APPLICATIONS AND THE SERVICE

   1. Requirements. You acknowledge that use of the Licensed Applications may require the use of other hardware and software products (e.g., the ability to render performance of the Licensed Applications on authorized devices), and that such hardware and software is your responsibility. Solely as an accommodation to you, some Licensed Applications may be re-downloaded for use in accordance with the Usage Rules applicable to such Licensed Applications. Not all Licensed Applications are eligible for this accommodation or may be available at any given time. Livescribe Online shall have no liability to you in the event a previously downloaded Licensed Applications becomes unavailable for re-download. Once a Licensed Application is licensed and you receive the Licensed Application, it is your responsibility not to lose, destroy, or damage the Licensed Application, and Livescribe Online shall be without liability to you in the event of any loss, destruction, or damage.
   2. Use of Licensed Applications. You acknowledge that the Licensed Applications contain security technology that limits your usage of Licensed Applications to the following applicable Usage Rules, and, whether or not Licensed Applications are limited by security technology, you agree to use Licensed Applications in compliance with the applicable Usage Rules.
   3. Usage Rules (i) Your use of the Licensed Applications is conditioned upon your prior acceptance of the terms of this Agreement and the applicable end-user license agreement. (ii) You shall be authorized to use the Goods only for personal, noncommercial use. (iii) You shall be able to store Licensed Applications on one registered Account and on an unlimited number of Smartpens registered to your Account, at a time. (iv) You agree that you will not attempt to, or encourage or assist any other person to, circumvent or modify any security technology or software that is part of the Service or used to administer the Usage Rules. (v) The delivery of Licensed Applications does not transfer to you any promotional use rights in the Licensed Applications.
   4. You agree that your license to the Licensed Applications constitutes your acceptance of, and agreement to use, such Licensed Applications solely in accordance with the Usage Rules, and that any other use of the Licensed Applications may constitute a copyright infringement. The security technology, if applicable, is an inseparable part of the Licensed Applications. The Usage Rules shall govern your rights with respect to the Licensed Applications, in addition to any other terms or rules that may have been established between you and another party. Livescribe Online reserves the right to modify the Usage Rules at any time.
   5. You acknowledge that some aspects of the Service, Licensed Applications, and administering of the Usage Rules entails the ongoing involvement of Livescribe Online. Accordingly, in the event that Livescribe Online changes any part of the Service or discontinues the Service, which Livescribe Online may do at its election, you acknowledge that you may no longer be able to use Licensed Applications to the same extent as prior to such change or discontinuation, and that Livescribe Online shall have no liability to you in such case.
   6. The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant Livescribe Online a worldwide, royalty-free, non-exclusive license to use such materials as part of the Service, and in relation to the Licensed Applications, without any compensation or obligation to you. Livescribe Online reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time in its sole discretion without notice or liability. Livescribe Online has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Livescribe Online in its sole discretion deems appropriate, including, without limitation, under Section 23 below or under our Copyright Policy.

10. AGREEMENT TO PAY

    1. Payment for Licensed Applications. You agree to pay for all Licensed Applications you license through the Service, and that Livescribe Online may charge your credit card for any Licensed Applications licensed, and for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING LIVESCRIBE ONLINE WITH VALID CREDIT CARD DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card you designate during the registration process. If you want to designate a different credit card or if there is a change in your credit card, you must change your credit card information online at the Account Info section of the Service. (There may be a temporary disruption of your access to the Service until Livescribe Online can verify the validity of the new credit card information.)
    2. Right to Change Prices and Availability of Licensed Applications. Prices and availability of any Licensed Applications are subject to change at any time.
    3. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THIS SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
    4. In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

11. DELIVERY OF LICENSED APPLICATIONS

    If delivery of a software Product you purchased for your Smartpen is interrupted, your transaction will be included in your download queue. On occasion, technical problems may delay or prevent delivery of your software Product. Your exclusive and sole remedy with respect to that software Product that is not delivered within a reasonable period will be either replacement of such software Product, or refund of the price paid for such software Product, as determined by Livescribe.

12. UPGRADES

    The latest version of the Livescribe, Inc. software is recommended to access the Service. From time to time, an upgrade to the latest version of the Livescribe software may be required in order to make transactions from the Service, to download Licensed Applications previously licensed from the Service (for example, Licensed Applications in your download queue) or to take advantage of new features of the Service. The latest version of the Livescribe software is available for download to your computer at no charge, and the minimum system requirements for running it are provided here. To get the latest version of the Livescribe software for your Livescribe-authorized device, you may need to download and install the latest firmware version of the authorized device. Use of Livescribe software is subject to acceptance of its software license agreement presented at the time of installation. For any additional questions regarding required upgrades, please contact Livescribe Store Customer Service.

13. LICENSED APPLICATION AVAILABILITY

    On occasion, a Licensed Application may become unavailable following a transaction but prior to download. Your sole remedy in such cases is a refund of the price paid for the unavailable Licensed Application. Please contact Livescribe Online Store Customer Service for assistance in such cases.

14. IMPORTANT SAFETY INFORMATION

    (1) To avoid muscle, joint or eye strain during game play, you should always take frequent breaks from playing, and stop and take a longer rest if your eyes, hands, wrists or arms become tired or sore or you feel any other discomfort. (2) A very small percentage of people may experience seizures or blackouts when exposed to flashing lights or patterns, including while playing screen-based games or watching online videos. Symptoms may include dizziness, nausea, involuntary movements, loss of awareness, altered vision, tingling, numbness, or other discomforts. Consult a doctor before playing video games if you have ever suffered these or other symptoms linked to seizures and/or epilepsy, and stop playing immediately and see a doctor if these or similar symptoms occur during game play. Parents should monitor their children's video game play for signs of symptoms.

15. OBJECTIONABLE MATERIAL

    You understand that by using the Service, you may encounter material that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit material. Nevertheless, you agree to use the Service at your sole risk and that Livescribe Online shall have no liability to you for content that may be found to be offensive, indecent, or objectionable. Application types and descriptions are provided for convenience, and you acknowledge and agree that Livescribe Online does not guarantee their accuracy.

16. INTELLECTUAL PROPERTY

    1. Acknowledgement of Ownership. You agree that the Service, including but not limited to Licensed Applications, graphics, user interface, audio clips, editorial content, and the scripts and software used to implement the Service, contains proprietary information and material that is owned by Livescribe Online and/or its affiliates, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with the terms of this Agreement. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.
    2. Removal of Livescribe Online Content or Other Materials. Notwithstanding any other provision of this Agreement, Livescribe Online and its affiliates reserve the right to change, suspend, remove, or disable access to any Licensed Applications, content, or other materials comprising a part of the Service at any time without notice. In no event will Livescribe Online be liable for the removal of or disabling of access to any such Licensed Applications, content or materials under this Agreement. Livescribe Online may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
    3. Copyrights. All copyrights in and to the Service, including but not limited to, the Goods and Licensed Applications, are owned by Livescribe Online and/or its affiliates or principals, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS AND CONDITIONS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
    4. Trademarks. Livescribe Online, the Livescribe logo, Livescribe, and other Livescribe trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Livescribe Inc. or its affiliates in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.

17. TERMINATION

    1. Termination by Livescribe Online. If you fail, or Livescribe Online suspects that you have failed, to comply with any of the provisions of this Agreement, including but not limited to failure to make payment of fees due, failure to provide Livescribe Online with a valid credit card or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties' rights, Livescribe Online, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Service (or any part thereof).
    2. Termination of the Service. Livescribe Online reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time with or without notice to you, and Livescribe Online will not be liable to you or to any third party should it exercise such rights.

18. GENERAL COMPLIANCE WITH LAWS

    The Service is controlled and operated by Livescribe Online from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Service.

19. ENFORCEMENT OF THESE TERMS

    Livescribe Online reserves the right to take steps Livescribe Online believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Livescribe Online's right to cooperate with any legal process relating to your use of the Service and/or Licensed Applications, and/or a third party claim that your use of the Service and/or Licensed Applications is unlawful and/or infringes such third party's rights). You agree that Livescribe Online has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Livescribe Online believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Livescribe Online's right to cooperate with any legal process relating to your use of the Service and/or Licensed Applications, and/or a third party claim that your use of the Service and/or Licensed Applications is unlawful and/or infringes such third party's rights).

20. NO RESPONSIBILITY FOR THIRD-PARTY MATERIALS OR WEB SITES

    Certain content, Licensed Applications and services available via the Service may include materials from third parties. In addition, Livescribe Online may provide links to certain third party Web sites. You acknowledge and agree that Livescribe Online is not responsible for examining or evaluating the content or accuracy of any such third-party material or Web sites. Livescribe Online does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or Web sites, or for any other materials, products, or services of third parties. Links to other Web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that Livescribe Online is not in any way responsible for any such use by you.

21. MAINTENANCE AND SUPPORT

    Livescribe Online will be responsible for providing any maintenance and support services with respect to the Livescribe Applications only, as specified in the Licensed Application End User License Agreement, or the separate end user license agreement, as the case may be, or as required under applicable law. The Application Provider of any Third Party Application will be solely responsible for providing maintenance and support services with respect to that Third Party Application, as specified in the Licensed Application End User License Agreement or the Application Provider end user license agreement, as the case may be, or as required under applicable law. You acknowledge and agree that Livescribe Online will have no obligation whatsoever to provide any maintenance or support services with respect to any Third Party Application.

22. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS

    1. LIVESCRIBE ONLINE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME LIVESCRIBE ONLINE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
    2. YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY LIVESCRIBE ONLINE) PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
    3. IN NO CASE SHALL LIVESCRIBE ONLINE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. 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, LIVESCRIBE ONLINE'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
    4. LIVESCRIBE ONLINE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICES, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND LIVESCRIBE ONLINE HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
    5. LIVESCRIBE ONLINE DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND LIVESCRIBE ONLINE DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY LICENSED APPLICATIONS PURCHASED FROM THE SERVICE THAT ARE STORED IN YOUR SYSTEM.

23. WAIVER AND INDEMNITY

    BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD LIVESCRIBE ONLINE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY LIVESCRIBE ONLINE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM LIVESCRIBE ONLINE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF LIVESCRIBE ONLINE'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.

24. CHANGES

    Livescribe Online reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Licensed Applications. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and incorporated into this Agreement. Your continued use of the Licensed Applications following will be deemed to constitute your acceptance of any and all such Additional Terms. All Additional Terms are hereby incorporated into this Agreement by this reference.

25. NOTICES

    Livescribe Online may send you notice with respect to the Licensed Applications by sending an email message to the email address listed in your Livescribe Online Account contact information, by sending a letter via postal mail to the contact address listed in your Livescribe Online Account contact information, or by a posting on the Service. Notices shall become effective immediately.

26. GOVERNING LAW

    The laws of the State of California, excluding its conflicts of law rules, govern these Terms of Service and your use of the Licensed Applications. Your use of the Licensed Applications may also be subject to other local, state, national, or international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Livescribe Online or relating in any way to your use of the Licensed Applications resides in the courts of the State of California.

27. MISCELLANEOUS

    These Terms and Conditions constitute the entire agreement between you and Livescribe Online and govern your use of the Licensed Applications, superseding any prior agreements between you and Livescribe Online. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these Terms and Conditions 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. Livescribe Online's failure to enforce any right or provisions in these Terms and Conditions will not constitute a waiver of such provision, or any other provision of these Terms and Conditions. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the other provisions will remain in full force and effect. Livescribe Online will not be responsible for failures to fulfill any obligations due to causes beyond its control.

28. OTHER TERMS AND CONDITIONS

    Livescribe Online is not responsible for typographic errors. No Livescribe Online employee or agent has the authority to vary any of the Licensed Applications’ policies or the terms and conditions governing any sale.

Last updated: November 19, 2009

LICENSED APPLICATION END USER LICENSE AGREEMENT

The Licensed Applications made available through the Service are licensed, not sold, to you. Your license to each Licensed Application that you obtain through the Service is subject to your prior acceptance of this Licensed Application End User License Agreement, and you agree that the terms of this Licensed Application End User License Agreement will apply to each Licensed Application that you purchase or download through the Service, unless that Licensed Application is covered by a valid end user license agreement entered into between you and the Licensor of that Licensed Application, in which case the terms of that separate end user license agreement will govern, subject to your prior acceptance of that separate end user license agreement. Your license to any Livescribe Application under this Licensed Application End User License Agreement is granted by Livescribe Online, and your license to any Third Party Application under this Licensed Application End User License Agreement is granted by the Licensor of that Third Party Application. Any Licensed Application that is subject to the license granted under this Licensed Application End User License Agreement is referred to herein as the "Licensed Application." Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this Licensed Application End User License Agreement.

1. Scope of License: This license granted to you for the Licensed Application by Licensor is limited to a non-transferable license to use the Licensed Application on any Livescribe-authorized device that you own or control and as permitted by the Usage Rules set forth in Section 9.c. of the Terms of Service Governing Licensed Applications (the "Usage Rules"). This license does not allow you to use the Licensed Application on any Livescribe-authorized device that you do not own or control, and you may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If you breach this restriction, You may be subject to prosecution and damages.

   The terms of the license will govern any upgrades provided by Licensor that replace and/or supplement the original Licensed Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information, including but not limited to technical information about your device, system and Licensed Applications, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Licensed Application. Licensor may use this information, to improve its products or to provide services or technologies to you.

3. Termination. The license is effective until terminated by you or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.

4. Services; Third Party Materials. The Licensed Application may enable access to Licensor’s and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms of service.

   You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at your sole risk and that the Licensor shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

   Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party web sites. By using the Services, you acknowledge and agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Licensor does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, you should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at your sole risk. Location data may not be accurate. Neither the Licensor, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.

   You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Licensor is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.

   In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the Livescribe-authorized device are not available in all languages or in all countries. The Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Licensor, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Licensor be liable for the removal of or disabling of access to any such Services. The Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

5. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

7. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

8. The Licensed Application and related documentation are "Commercial Items," as that term is defined at 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

9. The laws of the State of California, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.

Last updated: November 19, 2009

FIXED PRINT APPLICATION END USER LICENSE AGREEMENT

The fixed print application with content physically delivered to you ("Fixed Print Application") made available through the Service are licensed, not sold, to you. Your license to each Fixed Print Application that you obtain through the Service is subject to your prior acceptance of this Fixed Print Application End User License Agreement, and you agree that the terms of this Fixed Print Application End User License Agreement will apply to each Fixed Print Application that you purchase or download through the Service, unless that Fixed Print Application is covered by a valid end user license agreement entered into between you and the Licensor of that Fixed Print Application, in which case the terms of that separate end user license agreement will govern, subject to your prior acceptance of that separate end user license agreement. Your license to any Livescribe Application under this Fixed Print Application End User License Agreement is granted by Livescribe, and your license to any Third Party Application under this Fixed Print Application End User License Agreement is granted by the Licensor of that Third Party Application. Licensor reserves all rights in and to the Fixed Print Application not expressly granted to you under this Fixed Print Application End User License Agreement.

1. Scope of License: This license granted to you for the Fixed Print Application by Licensor is limited to a non-transferable license to use the Fixed Print Application on any Livescribe-authorized device that you own or control and as permitted by the Usage Rules set forth in Section 9.c. of the Terms of Service Governing the Sale of Goods (the "Usage Rules"). This license does not allow you to use the Fixed Print Application on any Livescribe-authorized device that you do not own or control, and you may not distribute or make the Fixed Print Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Fixed Print Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Fixed Print Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Fixed Print Application). Any attempt to do so is a violation of the rights of the Licensor and its licensors. If you breach this restriction, You may be subject to prosecution and damages.

   The terms of the license will govern any upgrades provided by Licensor that replace and/or supplement the original Fixed Print Application, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Consent to Use of Data: You agree that Licensor may collect and use technical data and related information, including but not limited to technical information about your device, system and Fixed Print Applications, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Fixed Print Application. Licensor may use this information, to improve its products or to provide services or technologies to you.

3. Termination. The license is effective until terminated by you or Licensor. Your rights under this license will terminate automatically without notice from the Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Fixed Print Application, and destroy all copies, full or partial, of the Fixed Print Application.

4. Services; Third Party Materials. The Fixed Print Application may enable access to Licensor’s and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms of service.

   You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at your sole risk and that the Licensor shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

   Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party web sites. By using the Services, you acknowledge and agree that the Licensor is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Licensor does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to you. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, you should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Use of real time route guidance is at your sole risk. Location data may not be accurate. Neither the Licensor, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.

   You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Licensor is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.

   In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the Livescribe-authorized device are not available in all languages or in all countries. The Licensor makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Licensor, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Licensor be liable for the removal of or disabling of access to any such Services. The Licensor may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

5. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE FIXED PRINT APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE FIXED PRINT APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE FIXED PRINT APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE FIXED PRINT APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE FIXED PRINT APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE FIXED PRINT APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE FIXED PRINT APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE FIXED PRINT APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE FIXED PRINT APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE FIXED PRINT APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Licensor’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

7. You may not use or otherwise export or re-export the Fixed Print Application except as authorized by United States law and the laws of the jurisdiction in which the Fixed Print Application was obtained. In particular, but without limitation, the Fixed Print Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Fixed Print Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

8. The Fixed Print Application and related documentation are "Commercial Items," as that term is defined at 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 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.

9. The laws of the State of California, excluding its conflicts of law rules, govern this license and your use of the Fixed Print Application. Your use of the Fixed Print Application may also be subject to other local, state, national, or international laws.

Last updated: November 19, 2009