BooksGuard is a service provided by in2clouds Inc.
1. Your Agreement with in2clouds Inc.
1.1. Your use of BooksGuard (the "Service") is governed by this agreement (the "Terms"). "in2clouds" means the individuals, organizations, subsidiaries or affiliates involved in providing the Service.
1.2. In order to use the Service, you must first agree to the Terms. You can agree to the Terms by actually using the Service. You understand and agree that in2clouds will treat your use of the Service as acceptance of the Terms from that point onwards.
1.3. You may not use the Service if you are a person barred from receiving the Service under the laws of the United States or other countries including the country in which you are resident or from which you use the Service. You affirm that you are over the age of 13, as the Service is not intended for children under 13.
2. Your Account and Use of the Service
2.1. You must provide accurate and complete registration information any time you register to use the Service. You are responsible for the security of your passwords or secret key and for any use of your account. If you become aware of any unauthorized use of your password or secret key or of your account, you agree to notify in2clouds immediately.
2.2. Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3. You agree not to (a) access (or attempt to access) the administrative interface of the Service by any means other than through the interface that is provided by in2clouds, unless you have been specifically allowed to do so in a separate agreement with in2clouds, or (b) engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).
4. Fees for Use of the Service
4.1. The Service is available under subscription plans of various durations, payable with a major Credit Card (Visa, MasterCard, American Express, JCB, Discover, and Diners Club. Subscriptions renew automatically at the end of each period. Changes to the value of a subscription will be prorated accordingly.
4.2. in2clouds may change its fees and payment policies for the Service with ninety (90) days prior notice. However, in2clouds may change the Service free capabilities and its limits at its discretion. Changes to the fees or payment policies will be posted in the Service FAQ or at http://news.in2clouds.com/ (or such other URL in2clouds may provide from time to time).
5. Proprietary Rights
5.1. You acknowledge and agree that in2clouds (or in2clouds' licensors) own all legal right, title and interest in and to the Service, including any intellectual property rights which subsist in the Service (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
5.2. Unless you have agreed otherwise in writing with in2clouds, nothing in the Terms gives you a right to use any of in2clouds' trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
5.3. Except as provided in Section 8, in2clouds acknowledges and agrees that it obtains no right, title or interest from you under these Terms in or to any data you share, submit, post, transmit or upload on, or through, the Service.
6. License from in2clouds and Restrictions
6.1. in2clouds gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by in2clouds as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by in2clouds, in the manner permitted by the Terms.
6.2. You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the in2clouds Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by in2clouds, in writing (e.g., through an open source software license); (b) attempt to disable or circumvent any security mechanisms used by the Service or any Application; (c) use the Service to create an Application that performs a malicious activity, including but not limited to spamming users, harvesting usernames and passwords, performing unauthorized scans of machines or ports or creating DoS attacks; or (d) upload or otherwise process any malicious content to or through the Service.
6.3. Unless in2clouds has given you specific written permission to do so (e.g., through an open source software license), you may not assign (or grant a sub-license of) your rights to use the Software of the Service, grant a security interest in or over your rights to use the Service Software, or otherwise transfer any part of your rights to use the Software.
6.4. Use, reproduction and distribution of components of the Service released under an open source software license are governed solely by the terms of that open source software license.
7. License from You
7.1. You agree that in2clouds, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.
8. Modification and Termination of the Service
8.1. in2clouds is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Service which in2clouds provides may change from time to time without prior notice to you.
8.2. You may discontinue your use of the Service at any time. in2clouds may, at any time, terminate your use of the Service if (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms) or (B) in2clouds is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful). Further, in2clouds may terminate your use of the Service for any reason with ninety (90) days prior written notice.
8.3. If in2clouds suspends or terminates your use of the Service with cause (or you voluntarily discontinue your use of the Service), you will have the ability to export, your Content for a period of ninety (90) days following such suspension or termination. If your use of the Service is fee-based , fees will continue to be assessed for usage of the Service in excess of any portion of the Fee Threshold during the 90 day period. If in2clouds suspends or terminates your use of the Service without cause, you will have access to, and the ability to export, your Content for a period of six (6) months following such suspension or termination. Fees will continue to be assessed for usage of the Service in excess of any portion of the Fee Threshold during the 6 month period. Notwithstanding the foregoing, the rights set forth in this Section
8.3 are subject to your payment of any outstanding fees due upon and after termination for your use of the Service.
8.4. Upon any termination of the Service, these Terms will also terminate, but Section 17.7 shall continue to be effective after these Terms are terminated.
9. EXCLUSION OF WARRANTIES
9.1. NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT IN2CLOUDS' WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
9.2. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
9.3. IN2CLOUDS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN2CLOUDS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.
10. LIMITATION OF LIABILITY
10.1. SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN2CLOUDS, ITS PRINCIPALS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHERF INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
10.2. THE LIMITATIONS ON IN2CLOUDS' LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT IN2CLOUDS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
11.1. You agree to hold harmless and indemnify in2clouds, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners, (collectively "in2clouds and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Service, (c) your violation of applicable laws, rules or regulations in connection with the Service, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, in2clouds will provide you with written notice of such claim, suit or action.
12. Other Content
12.1. The Services may include hyperlinks to other web sites or content or resources or email content. in2clouds may have no control over any web sites or resources which are provided by companies or persons other than in2clouds.
12.2. You acknowledge and agree that in2clouds is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources, unless explicitly specified.
12.3. You acknowledge and agree that in2clouds is not liable for any loss or damage which may be incurred by you or users of your Application as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
13. Changes to the Terms
13.1. in2clouds may make changes to the Terms from time to time. When these changes are made, in2clouds will make a new copy of the Terms available at http://www.booksguard.me/tos.
13.2. You understand and agree that if you use the Service after the date on which the Terms have changed, in2clouds will treat your use as acceptance of the updated Terms.
14. General Legal Terms
14.1. The Terms constitute the whole legal agreement between you and in2clouds and govern your use of the Service (but excluding any services which in2clouds may provide to you under a separate written agreement), and completely replace any prior agreements between you and in2clouds in relation to the Service.
14.2. There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
14.3. If in2clouds provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
14.4. You agree that in2clouds may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.
14.5. You agree that if in2clouds does not exercise or enforce any legal right or remedy which is contained in the Terms (or which in2clouds has the benefit of under any applicable law), this will not be taken to be a formal waiver of in2clouds' rights and that those rights or remedies will still be available to in2clouds.
14.6. in2clouds shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
14.7. The Terms, and your relationship with in2clouds under the Terms, shall be governed by the laws of the State of North Carolina without regard to its conflict of laws provisions. You and in2clouds agree to submit to the exclusive jurisdiction of the courts located within the county of Mecklenburg, North Carolina to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that in2clouds shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
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