Terms of Service

TEACHMEWELL INC. END USER LICENSE AGREEMENT ("EULA")

NOTIFICATION: PERMISSION TO USE THIS SERVICE IS CONDITIONAL UPON YOU AS THE CUSTOMER AND LICENSEE, AGREEING TO THE TERMS SET OUT BELOW.

YOU WILL NOT BE ABLE TO USE THIS SERVICE UNTIL YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS LICENSE AGREEMENT AND WISH TO BECOME THE LICENSEE ("YOU") OF THE SERVICE. ACCEPTANCE SHALL BIND YOU AND THE USER TO THE TERMS OF THIS LICENSE.

DURING THE REGISTRATION PROCESS, BY CLICKING THE "I AGREE" BUTTON AND THEN CLICKING THE "CONTINUE" BUTTON, YOU WARRANT AND CONFIRM THAT YOU ARE ELIGIBLE AND HAVE THE AUTHORITY TO AGREE TO THE TERMS OF THIS LICENSE AGREEMENT.

DURING THE REGISTRATION PROCESS, SELECTING THE "I AGREE" BUTTON AND THEN SELECTING THE "CONTINUE" BUTTON WILL BE DEEMED TO BE YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND YOU WILL BECOME THE LICENSEE OF THE SERVICE. PLEASE PRINT A COPY FOR YOUR RECORDS.

IF YOU DO NOT WISH TO ACCEPT THE FOLLOWING TERMS, CLICK ON THE "I DISAGREE" BUTTON AND/OR EXIT THE SITE.

IT IS NOT POSSIBLE TO USE THIS SERVICE WITHOUT AGREEING TO THE TERMS AS IDENTIFIED BELOW.

1.

License

1.1

TeachMeWell Inc. ("TeachMeWell") has agreed to license use of the Service to the User pursuant to this license agreement and the terms and conditions set out below.

1.2

TeachMeWell grants to you a non-exclusive, non-transferable, revocable license to:

(a)

Use the Service.

(b)

User identified during registration ONLY.

(c)

Use the Service strictly in accordance with the provisions of this license.

1.3

Except where clause 2.2 applies, if you wish to use the Service on more than one computer, you may login as required.

2.

License/Service Fee

2.1

Where a license fee is payable by you in respect of the Service, you are not entitled to use the Service until the license fee has been paid in full. In the case of payment by credit card, payment will not be deemed paid until the credit card payment has been authorized by the billing provider.

2.2

(a)

The registered user is not permitted to share his/her login information. Access by anyone other than the registered user would require another Service license fee to be paid (i.e. New Registration). Failure in this respect would be deemed a violation of the terms and access will be terminated immediately.

(b)

Multiple users are not permitted under a single user login. TeachMeWell automatically detects the use of multiple logons from a single user account. Violations in this regard will result in a warning message along with an email to both the purchaser and user of this service. You will receive an email from violation@TeachMeWell.com for each incident of a multiple user logon. If the message is received identifying two or more IP address that are identical, then we have detected and logged a violation by multiple computers from inside a router or firewall. Failure to correct the violation could result in the termination of your account, with no refund.

3.

Licensee's Obligations

3.1

As the Licensee, you hereby undertake the following obligations:

(a)

To not print, copy, reproduce, translate, adapt, vary, alter, change, reverse engineer, decompile or modify the Service by any means or in any other form without the express written consent of TeachMeWell, except as expressly authorized by this agreement.

(b)

To supervise and control the use of the Service in accordance with the terms of this license.

(c)

To ensure your User(s) who have authorized access to the Service are made aware of the terms of this license.

(d)

To not provide or otherwise make available the Service in any form to any person other than that referred to in paragraph (c) without the written consent of TeachMeWell.

(e)

To not give, lease, assign, license, sub-license, transfer, distribute, disclose, disseminate or publish the service in any form to any other person or attempt to do any of these acts.

(f)

To not alter, change, remove or obscure any notices or other indications (including copyright notices) as to ownership of the Service.

(g)

Not to access or use the Service on more that one personal stand-alone computer at a time, or otherwise allow the Service to be accessed or used by more than one user at any one time.

(h)

To not engage in any acts which infringe on the rights of TeachMeWell where associated with intellectual property rights.

3.2

You acknowledge that the License granted by Clause 1 does not make you the owner of the Service nor does it cause any transfer or assignment of any copyright or any other intellectual or industrial property rights subsisting in the Service to You.

3.3

You acknowledge and understand that the Service will place a cookie on each machine that uses this Service.

4.

Warranty

4.1

You hereby acknowledge that the Service cannot be guaranteed error-free and further acknowledge that the existence of any such errors shall not constitute a breach of this license agreement by TeachMeWell. In particular, TeachMeWell does not guarantee that the Service will result in high or passing marks as this depends on the real ability of the child and variables such as how often they may practice.

4.2

You acknowledge that TeachMeWell may offer to maintain and update the Service but it is not obliged to do so. Should you wish to receive information about updates please visit the TeachMeWell website on a regular basis at www.TeachMeWell.com.

4.3

In the event any statute implies terms into this agreement which cannot be lawfully excluded, such terms will apply to this agreement, save that the liability of TeachMeWell for breach of any such implied term will be limited, at the option of TeachMeWell, to the following:

(a)

The addition of extra days of use.

(b)

The repair of the Service.

4.4

If the liability of TeachMeWell for breach of any term, condition or warranty implied by law contracts for the supply of services ("Prescribed Terms"), are capable of exclusion, they are hereby excluded to the fullest extent permitted by law.

4.5

Except as provided by the Prescribed Terms (if any), which are not capable of exclusion or limitation, or as expressly set out in these terms:

(a)

TeachMeWell makes no warranties in relation to the Service, including warranties as to the performance or fitness.

(b)

You will not, under any circumstances, have any cause of action against, or right to claim or recover from TeachMeWell in respect to any loss, damage or injury (including without limitation any loss of profit, indirect or consequential loss, damage or injury) arising from the supply or use of the Service or any breach of these terms.

4.6

TeachMeWell will not be liable for any indirect or consequential damages arising out of a breach of this license or arising out of the supply of this Service.

4.7

You acknowledge that you have exercised your independent judgment in acquiring the Service and have not relied upon any representations made by TeachMeWell, which have not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by TeachMeWell.

4.8

Performance results related to your computer hardware or software, your connection to the Internet, the speed of your Internet connection and the Internet itself are variables that do not fall within the scope of TeachMeWell Inc. responsibility.

5.

Copyright and Trade Marks

5.1

You acknowledge that the Service is the subject of copyright. You, therefore, shall not, during or any time after the expiry or termination of this license, permit any act which infringes that copyright and, without limiting the generality of the foregoing, you specifically acknowledge that you may not copy the Service except as otherwise expressly authorized by this agreement.

5.2

You shall not during or at any time after the expiry or termination of this License permit any act which infringes the Trademarks used in connection with the Service.

5.3

You shall indemnify TeachMeWell fully against all liabilities, costs and expenses which TeachMeWell may incur to a third party as a result of your breach of the copyright and Trademark provisions of this agreement.

6.

Terms of License

6.1

This license commences upon payment of the Service fee and is granted for 1 year, but may be terminated in the following circumstances:

(a)

If you are in breach of any term of this license agreement.

(b)

If you, being a corporation, become the subject of insolvency proceedings.

(c)

If you, being a firm or partnership, are dissolved.

6.2

Termination pursuant to this clause shall not affect any rights or remedies which TeachMeWell may have otherwise under this license or at law.

7.

Assignment

The benefit of this agreement shall not be dealt with in any way by you (whether by assignment, sub-licensing or otherwise) without the written consent of TeachMeWell.

8.

Waiver

Failure or neglect by either party to enforce at any time any of the provisions of this license agreement shall not be construed or deemed to be a waiver of that party's rights under this license.

9.

Governing Law

This license shall be governed by and construed according to the laws enforced in Canada.