|
The Backflip services (the "Services") are provided by Backflip Inc. ("Backflip") to you ("You") under the terms and conditions of this Terms of Use Agreement (this "Agreement"). This Agreement includes Backflip's Privacy Policy, which is available at the Backflip Web site located at http://www.backflip.com/help/gh_privacy_out.html and is incorporated herein by reference, and governs your use of Backflip's Web sites as well as the Services. BY COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTIONS 10 AND 11 BELOW. DESCRIPTION OF SERVICE. The Services allows a registered Backflip user ("User") to access everything that they have seen through their browser when used in conjunction with the Backflip service. The Services allow a user to save Web pages by submitting the pages ("Content") to Backflip through the Backflip Web site and software. Upload and submission of Content can be elected by the User manually or scheduled to occur at regular intervals. A user can navigate to his Content through the Backflip service or search for this Content through a Backflip search engine. Backflip saves the Content. Backflip provides a User access to User's stored Content from any Internet connection. Backflip also provides User's access to all pages submitted by the Backflip community provided that the Content has been stripped of any personally identifiable information. Backflip provides value-added tools to allow a User to manage the Content the User has submitted. In connection with the Services, the Backflip proprietary software may be downloaded to your computer (the "Software"). Subject to Paragraph 3 below, You may download the Software free of charge. For a more detailed description of the Services and Software, please visit the Backflip Web site.
1. REGISTRATION. To subscribe to the Services, You must complete the Backflip Services registration screen. As part of the registration process for the Services, You agree to: (1) provide certain limited information about You as prompted to do so by the Service (such information to be current, complete and accurate) and (2) maintain and update this information as required to keep it current, complete and accurate. The information requested on original sign up shall be referred to as registration data ("Profile Data"). Backflip reserves the right to refuse the Service to any user.
2. SOFTWARE. In accordance with Your authorized use of the Service, Backflip grants You a limited license to use the Software solely in connection with the Services offered by Backflip. You acknowledge that the Software downloaded in connection with the Services is proprietary to Backflip and is protected by local, state, national and international laws; therefore, You are only permitted to use this software as expressly authorized by the Service and this Agreement. Further, Backflip and the Backflip logo, and other names, logos, icons and marks identifying Backflip's products and services are trademarks of Backflip and may not be used without the prior written permission of Backflip. Except as otherwise expressly set forth in this Agreement, You may not copy, reproduce, distribute, or create derivative works of the Software without Backflip's express written authorization. Further, You may not reverse engineer, decompile, alter, modify, disassemble, or otherwise attempt to derive source code from the Software. All rights not expressly granted in this Agreement are reserved to Backflip. You may use the Software on any computer under Your full control. You shall not remove, cover or obscure any trademark, copyright and other proprietary notices or legends included on the Software. You understand and agree that any uploading will be at your sole risk and Backflip shall not be responsible to You in any way. Further, Backflip does not provide any warranty as to Your use of any third party content or software that You download from the Backflip site.
3. SERVICE
(a) During the registration process, You must select a Password and User Name. Backflip will notify You if your User Name is already in use by another subscriber. You agree to carefully safeguard Your Password, User Name, and account and You agree that You shall at all times remain solely responsible for maintaining and protecting the confidentiality of your Password and account information and You are solely responsible for any and all activities that occur under Your account. You agree to immediately notify Backflip if at any time Your Password, User Name, or account is, or You believe it has been, lost, stolen, disclosed, or otherwise compromised and Backflip may direct You to a secure part of the Web site so that you can create a new Password You will still be able to access Your previous account information and Content. If you elect to replace your account by the means of deleting your current account and creating a new account, You shall be unable to access Your previous account information. You understand and agree that the Content of all users, including Your Content will be collected, aggregated and anonymously integrated into the Service by Backflip for the purpose of providing such information to other Backflip users and for other purposes, including, without limitation, statistical and analysis purposes, and provision of services which Backflip or its partners believe will be beneficial to the User. This use of Your Content will not be traceable to You as a specific user. If Backflip desires to use Your Content in a way that would personally identify You, Backflip will contact You and will only make such use with Your prior written consent.
(b) You understand and agree that unless expressly stated, Backflip in no way reviews, controls, examines, verifies or endorses any of the information contained on or in the Services, including links, Bookmarks, Internet Web sites, advertisements, products, goods, services or promotions.
(c) Any dealings with advertisers on the Service or participation in promotions, including the delivery and the payment for goods or services and any other terms, conditions, warranties or representations associated with such dealings or promotions are solely between You and the advertiser or third party. Backflip shall have no responsibility or liability to You for any such dealings or promotions.
4. USER CONDUCT. Your right to use the Service is personal to You. You may be either an individual or a corporation or business entity, but You agree not to resell the use of the Service, any downloadable software or other materials or any information obtained by You without the express written consent of Backflip. You are solely responsible for the content of Your transmissions through the Service. Backflip does, however, reserve the right to take any action with respect to the Services that Backflip deems necessary or appropriate in Backflip's sole discretion if Backflip believes You or Your transmissions or use of the Services may violate the rights of others, these rules or any applicable laws. Your use of the Service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). You agree: (1) to comply with all laws, rules and other regulations applicable in connection with the Service; (2) not to interfere or disrupt networks connected to the Service; (3) not to use the Service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (4) not to use or transmit through the Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature and (5) You will not interfere with another users use and enjoyment of the Service.
5. PRIVACY. Backflip does not make use of your personally identifiable information such as Your name and email address. By accepting the terms of this Agreement, You expressly consent to disclosure of Your anonymous personal information individually or on an aggregated basis to third parties for reporting and other purposes, including, without limitation, statistical and analysis purposes, and provision of services, which Backflip or its partners believe will be beneficial to the User. By way of example (and without limiting the foregoing), Backflip may be forced to disclose information to the government or third parties under certain circumstances, or third parties may unlawfully intercept or access transmissions or private communications. Further, Backflip can (and You hereby authorize Backflip to) disclose Profile Data or any information about You to law enforcement or other government officials as Backflip, in its sole discretion, believes necessary or appropriate. Therefore, Backflip does not promise, and You should not expect, that personally identifiable information or private communications would always remain private. More information on Backflip's current privacy policy can be found at http://www.backflip.com/help/gh_privacy_in.html
6. LINKS TO THIRD PARTY SITES. Any links included within the Service may permit You to leave the Backflip Web site. These linked sites are not under the control of Backflip and Backflip shall not be responsible for the contents of any linked site or any link contained in a linked site. All such sites shall be subject to the policies and procedures of the owner of such site. Backflip is not responsible and shall have no liability for webcasting, or any other form of transmission received from any linked site. Backflip is providing these links to You as a convenience.
7. MODIFICATIONS. Backflip may amend this Agreement at any time by (i) posting a revised Backflip Terms of Service document on the Backflip World Wide Web site, and/or (ii) sending information regarding the amendment to the Agreement to the email address You provide to Backflip. You are responsible for regularly reviewing the Backflip World Wide Web site to obtain timely notice of such amendments. Any continued use of the Software or Service by You after such amended terms have been posted or information regarding such amendment has been sent to You, shall be deemed your consent and agreement to such amended terms. Otherwise, this Agreement may not be amended except in writing signed by both parties. Furthermore, Backflip reserves the right, at any time and for any or no reason, to limit, deny, modify or discontinue the Service with or without notice to You. Backflip shall not be liable to You or any third party should Backflip exercise its right to modify or discontinue the Service.
8. TERMINATION. Backflip may immediately terminate Your membership and right to use the Service if (a) You breach this Agreement, (b) Backflip is unable to verify or authenticate any information You provide to Backflip, (c) such information is inaccurate, or (d) Backflip decides, in its sole discretion, to discontinue offering the Service. Backflip shall not be liable to You or any third party for termination of the Service. You may terminate the Service with or without cause at any time, effective immediately by deleting any and all copies of the Software and requesting closure of Your account. Should You object to any terms and conditions of this Agreement or any subsequent modifications hereto, or if You become dissatisfied with the Service in any way, Your sole recourse is to immediately: (a) discontinue use of the Service; (b) delete all copies of the Software; and (c) notify Backflip of Your termination. Upon termination of the Service, Your right to use the Service immediately ceases.
9. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SOFTWARE, SERVICES AND/OR ANY GRAPHICS OR OTHER CONTENT YOU DOWNLOAD FROM THE BACKFLIP SITE IS AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH SOFTWARE, SERVICES AND/OR ANY GRAPHICS OR OTHER CONTENT. THE SOFTWARE, SERVICES AND/OR ANY GRAPHICS OR OTHER CONTENT YOU DOWNLOAD FROM THE BACKFLIP SITE ARE PROVIDED ON AN "AS IS" BASIS. BACKFLIP, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER BACKFLIP, NOR ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTY THAT THE SOFTWARE, SERVICES AND/OR ANY GRAPHICS OR OTHER CONTENT YOU DOWNLOAD FROM THE BACKFLIP SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES BACKFLIP, ITS LICENSORS OR SUPPLIERS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL BACKFLIP, ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE, SERVICE, AND/OR ANY GRAPHICS OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF BACKFLIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER BACKFLIP SHALL HAVE NO LIABILITY TO YOU OR OTHER THIRD PARTIES FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. INDEMNITY. You hereby agree, at Your expense, to indemnify, defend and hold Backflip harmless from and against any loss, cost, damages, liability, expense, arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, Content or other content submitted by You, (b) any fraud or manipulation, or other breach of this Agreement, by You, or (c) any third-party claim, action or allegation brought against Backflip arising out of Your use of the Software or Services.
12. GENERAL TERMS. This Agreement is governed in all respects by the laws of the State of California, U.S.A, without reference to its conflicts of laws, principles and any dispute arising hereunder shall be submitted to state and federal courts in California and You consent to the exclusive jurisdiction of such courts. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Backflip's failure to act with respect to a breach by You does not waive Backflip's right to act with respect to subsequent or similar breaches. You may not assign or transfer this Agreement or any rights hereunder, and any attempt to the contrary is void. This Agreement shall inure to the benefit of and be binding upon each party's successors and assigns. Backflip shall not be liable for any delay or failure to perform resulting directly or indirectly from any causes beyond Backflip's reasonable control. Any notice required or permitted to be given to You under this Agreement shall be delivered by electronic mail at the email address provided by You during registration.
13. SPECIAL ADMONITIONS FOR INTERNATIONAL USE. Because of the global nature of the Internet, you agree to comply with all local rules regarding User conduct on the Internet and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
This Agreement constitutes the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral.
You understand and agree that You are solely responsible for reviewing the terms of this Agreement from time to time.
|
