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E-Book
Systems, Inc.’s Website Terms and Conditions of Use
Welcome to world of flip technology! E-Book Systems, Inc. (“we,” “us” or “E-Book Systems”) is pleased to serve you on any of its websites including www.ebooksys.com, www.fliplibrary.com, www.flipalbum.com, www.flipviewer.com, www.flipcity.com and www.flipfriends.com (“Web Sites”) under these terms and conditions (“Agreement”). YOUR USE OF AND/OR REGISTRATION AT ANY OF THE WEB SITES EVIDENCES YOUR CONSENT TO BE BOUND BY THIS AGREEMENT. THE TERMS OF THIS AGREEMENT ARE SET OUT BELOW, MAY BE AMENDED FROM TIME TO TIME, AND INCLUDE OUR PRIVACY POLICY. IF YOU DO NOT INTEND TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT USE THE WEB SITES.
Under this Agreement, E-Book Systems offers the user (“you,” “your” or “user”) the ability to (i) use the Web Sites; (ii) download and/or purchase software; (iii) receive newsletters; (iv) participate in forums and chats; (v) upload pictures for display on the Web Sites; and (vi) flip-enable web sites, among other things. By using the Web Sites, you agree to be bound by terms and conditions of this Agreement, including but not limited to your agreement to conduct transactions electronically, limit/exclude damages and remedies, and accept California law. You may scroll down to review all of the terms and conditions contained in this document, or you may print it out as enabled by your browser. You hereby declare that you are the person or entity using the Web Sites. If you are not making this Agreement on your own behalf, you warrant that you are legally authorized to enter into the Agreement on behalf of the entity described in the registration form and that your actions will legally bind that entity.
Table of Contents
1.
Ownership
2.
Grant of License
and Restrictions
3.
Applications
7.
Submitting Materials
and Feedback
8.
Agreement to Conduct
Transactions Electronically
10.
Privacy Policy
11.
Termination or
Cancellation
12.
Your Representations
and Warranties
13.
No E-Book Systems
Warranties; As Is
15.
No Incidental,
Consequential or Certain Other Damages
16.
Limitation of
Liability and Exclusive Remedy
17.
Linked Sites and
Flip-Enabled Materials
19.
Amendments; Complete
Agreement
20.
Waiver of Contractual
Right
21.
Severability 22. Governing Law; Exclusive Jurisdiction 24. General Notices 1. OWNERSHIP. The Web Sites, Applications and Software (as
defined below) are the exclusive property of E-Book Systems and/or its
suppliers. All rights not granted
herein are reserved by E-Book Systems. 2. GRANT
OF LICENSE AND RESTRICTIONS. In accordance with this Agreement, we grant you a non-exclusive, non-transferable,
terminable license to view and use our Web Sites only for the purposes
or placing product orders, downloading software, accessing information,
Applications and Software, as well as posting, uploading and distributing
content to and through the Web Sites. We reserve the right to suspend or deny, in our sole discretion,
your access to all or any portion of the Web Sites. You may not (a) use any robot, spider, other automatic device
or manual process to monitor or copy our web pages or the content contained
therein without our prior written permission; (b) use any device,
software or routine to interfere or attempt to interfere with the proper
working of the Web Sites, Applications or Software; (c) take any
action that imposes an unreasonable or disproportionately large load
on our infrastructure; (d) reverse engineer, reverse assemble or
otherwise attempt to discover any source code of any Application or
Software; (e) copy, reproduce, alter, modify, create derivative
works, or publicly display any Application, Software or content from
our Web Sites without our prior written permission, or that of the appropriate
third party; (f) alter or modify the copyright notices and any
other proprietary legends that appear on the Web Sites; or (g) access
our Web Sites by any means other than through the interface that is
provided by us. 3. APPLICATIONS. From time to time we may offer you the ability
to use certain creative applications.
For example, we may provide forums, chat areas, bulletin boards,
e-mail functions and the ability to create, upload, post or distribute
flip-enabled greetings, cards, books and pictures (“Applications”). E-Book Systems grants you a limited license
to use the Applications subject to the following conditions. - You understand that all information, text, data, software,
sounds, photographs, audio, audiovisual, video, artwork, graphics, messages
and other materials, including flip-enabled content (“Materials”) that
are transmitted to or via the Web Sites are the sole responsibility
of the person from whom the Materials originated.
This means you, and not E-Book Systems, are entirely responsible
for the Materials you transmit through the Web Sites.
Further, you understand that by using the Web Sites you may be
exposed to Materials that are offensive, objectionable or indecent.
- You shall not create a user name, screen name or label or
upload to, distribute through or otherwise publish through the Web Sites
any Materials which are indecent, libelous, defamatory, obscene, threatening,
invasive of privacy or publicity rights, abusive, illegal, harassing,
or otherwise objectionable, or that would constitute or encourage a
criminal offense, violate the rights of any party or violate any law.
- Your Materials, user name, screen name and labeling of Materials
shall not contain expressions of hatred, bigotry, racism or pornography.
- Your Materials, user name, screen name and labeling of Materials
shall not disparage in any manner E-Book Systems, its products and Web
Sites, including but not limited to the Applications and Software.
- Your Materials shall not infringe the copyright, trademark
or other intellectual property right of any third party.
- You shall not upload to, distribute through or otherwise
publish through the Web Sites any Materials that are directly or indirectly
commercial in nature or contain any solicitation of funds, promotion,
advertising or solicitation for goods or services. You specifically acknowledge that soliciting other registered users
to join or become members of any commercial online web site or other
organization is expressly prohibited.
- You shall not upload to, distribute through or otherwise publish
through the Web Sites any Materials that contain viruses or any other
computer code, corrupt files or programs designed to interrupt, destroy
or limit the functionality or disrupt any software, hardware, telecommunications
facilities, networks, servers or other equipment. 4. SOFTWARE
AND EULA. From
time to time we may offer you the ability to download software such
as the FlipAlbum and FlipViewer (the
“Software”). The Software that
is made available to you via download is the copyrighted work of E-Book
Systems and/or its suppliers. The
use of the Software is governed by the terms and conditions of the end
user license agreement (“EULA”) that accompanies or is included in the
software or which is expressly stated on the Web Site pages accompanying
the Software, and these terms. In the event that no EULA accompanies the Software,
then this Agreement shall govern your use of the Software. You may not download any Software from the
Web Sites without agreeing to the terms and conditions of the EULA,
if any, and these terms. Unless
expressly stated otherwise in the EULA, you are granted a limited license
to download and use the Software from a single computer.
You may not make copies of or distribute the Software or electronically
transfer the Software from one computer to another or over a network. You may not decompile, reverse engineer, disassemble
or otherwise reduce the Software to human perceivable form. You may not rent, lease or sublicense the Software.
You may not create derivative works of the Software and you may
not export the Software in violation of any U.S. export laws, regulations
or orders. 5. Use of Your Password. All content or instructions transmitted
by or received from anyone presenting your password on the Web Sites
will be deemed binding on you. You
agree that you are solely liable for all actions taken via your password,
whether or not made with your knowledge or authority. You agree to guard your password carefully,
with the full awareness that a failure to keep it secure will enable
others to engage in transactions through the Web Sites for which you
will be legally responsible. If
you suspect that someone may have obtained access to your password who
is not intended to have authority to act on your behalf, please contact
E-Book Systems immediately to authorize us to deny access to the Web
Sites to anyone else presenting your password. 6. COPYRIGHTS AND TRADEMARKS. Our Web Sites are protected by intellectual property laws and you agree to respect them. Please see our Copyright and Trademark Notice for more information about our trademarks and copyrights. If you are an operator of a flip-enabled web site, you may display the E-Book System’s trademarks on your web site and link to the Web Sites provided you comply with the E-Book Systems Trademark Usage Guidelines. Except as expressly provided above, E-Book Systems has not conferred upon you by implication, estoppel or otherwise, any license or right under any patent, trademark, copyright or other proprietary rights to the content and Material offered on the Web Sites. As for intellectual property rights of others, anyone who believes that their work has been reproduced in a way that constitutes copyright infringement should refer to the Notice to Copyright Agent section below for the procedures for making a claim of copyright infringement to E-Book Systems. 7. SUBMITTING MATERIALS AND FEEDBACK. By submitting any Materials, feedback, data, questions, comments, suggestions or the like (“Feedback”) to the Web Sites, you automatically grant (or warrant that the owner of such rights has expressly granted) E-Book Systems a perpetual, fully-paid, royalty-free, irrevocable, world-wide, non-exclusive right and license to use, copy, reproduce, modify, adapt, publish, edit, translate, create derivative works from, sell, transmit, transfer, distribute, publicly display and publicly perform such Feedback or incorporate such Feedback into any form, media or technology now known or later developed throughout the universe. Moreover, E-Book Systems shall have the right to further sublicense these rights to third parties. In addition, you warrant that all so-called “moral rights” in those materials have been waived. 8. AGREEMENT
TO CONDUCT TRANSACTIONS ELECTRONICALLY. You agree that all of your transactions with or through the
Web Sites may, at our option, be conducted electronically. You also agree that we may provide all agreements,
disclosures and notices electronically, including any that we are otherwise
required to provide in “writing.” We
will provide these in screen text or deliver a copy to the email address
that you provide to us at registration. If you do not wish to deal with us electronically, you should not
enter into this Agreement. 9. RECORD
RETENTION. You
agree to print (or copy) and retain agreements or disclosures that we
are required to deliver to you in writing.
To the extent required by law, we instruct you to retain a copy
in your legal records. You may
make a paper copy by pressing the "print" button on your browser;
you may make an electronic copy by selecting the “save file” option
in your browser. If you cannot do either, you may email us at
support@ebooksys.com, or write us at E-Book Systems, Inc., 5201 Great America Parkway, Suite 320, Santa Clara, California 95054 and we will send a copy. As a customer service, we may attempt to locate
data for you if we still have it when you ask for it, but we do not
assume any duty to retain or produce data and we reserve the right to
charge a retrieval fee. We grant
you a revocable, limited license to print copies of this Agreement for
the purpose of documenting your transactions. 10. PRIVACY
POLICY. Our
Privacy Policy is part of and incorporated
into this Agreement. Please take a moment to review it. 11. TERMINATION
OR CANCELLATION. This
Agreement may be terminated or cancelled by either party, with or without
cause at any time, by providing thirty (30) days’ written notice to
the other party; provided however, sections 1, 6, 7, 10 and 12-25 of
this Agreement shall survive termination.
Notwithstanding termination (or cancellation), you will still
be liable for payment of any amounts due or other obligations incurred
before termination or cancellation, whether the Agreement is ended by
you or by us. We may also suspend, cancel or terminate your registration; block
your use of the Web Sites; or direct you to cease using the Web Sites,
if we believe in good faith that you or a related person has breached
or may breach this Agreement. 12. YOUR
REPRESENTATIONS AND WARRANTIES. You represent and warrant for the benefit of E-Book Systems, its affiliates
and any third parties mentioned on the Web Sites that: (a) you
possess the legal right and ability to enter into and make the representations
and warranties contained in this Agreement; (b) all information
submitted by you to the Web Sites is true and accurate; (c) you
will keep your registration information current; (d) you will be
responsible for all use of your password even if such use was conducted
without your authority or permission; (e) you will not use the
Web Sites for any purpose that is unlawful or prohibited by this Agreement;
(f) you will make and maintain back-up copies of any Materials,
including flip-books which you upload or otherwise distribute through
the Web Sites; and (g) you possess all legal rights in and to the
Materials which you post, upload or distribute through the Web Sites. 13. NO E-BOOK SYSTEMS WARRANTIES; AS IS. EXCEPT AS EXPRESSLY PROVIDED IN AN AGREEMENT (SUCH AS AN EULA) BETWEEN YOU AND E-BOOK SYSTEMS, THE WEB SITES, PRODUCTS OFFERED AT THE WEB SITES, APPLICATIONS AND SOFTWARE ARE PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND AND WITH ALL RISKS. E-BOOK SYSTEMS HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AVAILABILITY OF THE WEB SITES; LACK OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES; ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, CURRENCY, OR USEFULNESS OF ANY INFORMATION ON THE WEB SITES, APPLICATIONS OR SOFTWARE; AND ANY DUTIES OF REASONABLE CARE, WORKMANLIKE EFFORT OR LACK OF NEGLIGENCE IN CONNECTION WITH THE WEB SITES, APPLCIATIONS OR SOFTWARE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IN CONNECTION WITH THE WEB SITES, APPLICATIONS AND SOFTWARE IS BORN BY YOU. IN ADDITION, E-BOOK SYSTEMS DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT, TITLE OR QUIET ENJOYMENT IN CONNECTION WITH THE WEB SITES, APPLICATIONS AND SOFTWARE. E-BOOK SYSTEMS SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA OR OTHER MATERIAL. 14. ASSUMPTION
OF RISK. YOU
ASSUME ALL RISKS THAT THE WEB SITES, APPLICATIONS AND SOFTWARE ARE NOT
SUITABLE OR ACCURATE FOR YOUR NEEDS AND ARE NOT UNINTERRUPTED, TIMELY,
SECURE OR ERROR-FREE. YOUR USE
OF THE WEB SITES, APPLICATIONS AND SOFTWAR IS AT YOUR OWN DISCRETION
AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER OR LOSS OF DATA RESULTING THEREFROM.
SIMILARLY YOU AGREE THAT BY Participating in forums or visiting
chat rooms you may be exposed to rude, crude, indecent, or other OFFENSIVE
language or references. 15. NO
INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES. TO THE FULL EXTENT ALLOWED BY LAW, YOU AGREE
THAT NEITHER WE, NOR ANY OF OUR AFFILIATES OR AGENTS, WILL BE LIABLE
TO YOU AND/OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES
(INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF PRIVACY
OR FOR FAILURE TO MEET ANY DUTY INCLUDING BUT NOT LIMITED TO ANY DUTY
OF GOOD FAITH, LACK OF NEGLIGENCE OR OF WORKMANLIKE EFFORT OR ANY OTHER
INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER THAT ARISE OUT OF
OR ARE RELATED TO THE WEB SITES, APPLICATIONS, SOFTWARE OR TO ANY BREACH
OF THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE)
OR STRICT OR PRODUCT LIABILITY. 16. LIMITATION
OF LIABILITY AND EXCLUSIVE REMEDY. You agree that your sole remedy for any breach
of this Agreement by us or any of our affiliates or agents shall be,
at our option: (a) substitution or replacement of all or part of
the Web Sites, Application or Software that gives rise to damages incurred
by you in reasonable reliance on us; or (b) refund of the amount
that you paid to us. You agree
that the damage exclusions in the Agreement and this limitation of liability
shall apply even if any remedy fails of its essential purpose. 17. LINKED
SITES AND FLIP-ENABLED MATERIALS. Our Web Sites may contain links to sites of third parties,
including advertisers. While
their services might be helpful to you, they are independent businesses
and we do not control or endorse them.
You agree to visit them and use their services at your own risk. Similarly, we provide all of our users with the ability to upload
flip-enabled Materials. While,
we do endorse any user-supplied Materials, we reserve the right to remove
any Materials, flip-enabled or otherwise, as we determine in our sole
discretion. 18. TRANSFER
OF RIGHTS. This
Agreement shall be binding on any successors of the parties. You may not assign or otherwise transfer any
rights under this Agreement. 19. AMENDMENTS;
COMPLETE AGREEMENT. You
agree that we may from time to time amend or add to the terms and conditions
of this Agreement (“Amendments”), including without limitation, Amendments
that add registration fees or change payment methods or requirements. When practical, we will endeavor to give you
prior notice of Amendments. When
such notice might expose us or others to harm, we reserve the right
to provide notice after the Amendment.
All Amendments will be effective ten (10) days after notice unless
an earlier time is specified by us.
Except as to your use of the Web Sites before the effective date
of an Amendment, any use of our Web Sites after that date shall be your
consent to the amended terms. If you do not want to be bound by an Amendment,
you will need to terminate your registration and refrain from using
the Web Sites after that date. This
Agreement and any Amendments, your registration, the disclosures provided
by us and the consents provided by you on the Web Sites, and any EULA
constitute the entire agreement between you and us and supersede any
prior written or oral agreements between the parties.
No changes proposed by you or us will be effective unless and
until they appear in this Agreement or in the Amendments as posted by
us on any Web Site. No other Amendments will be valid unless they
are in a paper writing signed by us and by you. 20. WAIVER
OF CONTRACTUAL RIGHT. The
failure of either party to enforce any provision of this Agreement shall
not be construed as a waiver or limitation of that party's right to
subsequently enforce and compel strict compliance with every provision
of this Agreement. 21. SEVERABILITY. If any provision of this Agreement
shall be held to be invalid or unenforceable for any reason, the remaining
provisions shall continue to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid or enforceable, then such provision shall be deemed
to be written, construed and enforced as so limited. 22. GOVERNING
LAW; EXCLUSIVE JURISDICTION. This
Agreement, the performance of the Web Sites, Applications and Software
and all other matters that relate in any way to the Web Sites, Applications
and Software shall be governed by the laws of the State of California
without regard to its conflict of law provisions.
Any disputes arising under or related in any way to this Agreement
or the Web Sites shall be litigated, arbitrated or otherwise heard in
the appropriate forum in California.
The parties hereto hereby consent to exclusive jurisdiction over
them in any state or federal court sitting in California, and hereby
waive any claim or defense that such forum is not convenient or proper,
and consent to service of process by any means authorized by California
law. 23. INTERNATIONAL
USAGE. The
Web Sites are distributed internationally and may contain references
to E-Book System products, Web Sites, Applications and Software that
have not been announced in your country.
These references do not imply that E-Book Systems intends to
announce such products, Web Sites, Applications and Software in your
country. These Web Site are
controlled and operated by E-Book Systems from its offices within California,
United States of America. We make no representation that the products, Web Sites, Applications
or Products offered by E-Book Systems are appropriate or available in
other locations. Those who choose
to access the Web Sites from other locations do so on their own initiative
and are responsible for compliance with local laws, if and to the extent
local laws are applicable. 24. GENERAL
NOTICES. All
notices required by or allowed under this Agreement, including notices
of problems and/or inaccuracies in the Web Sites, Applications and Software
should be addressed to E-Book Systems, Inc., 5201 Great America Parkway, Suite 320, Santa Clara, California 95054.
If applicable law requires that we accept email notices, then
you may send us email notice at rick@ebooksys.com.
With respect to our notices to you, we may provide notice of
Amendments by posting them on any Web Site and you agree to check for
changes. Instead, or in addition,
we may give notice by sending email to the email address you provide
during registration. Notice
shall be deemed given twenty-four (24) hours after it is posted or an
email is sent, unless (as to email) the sending party is notified that
the email address is invalid. Alternatively,
we may give you notice by certified mail, postage prepaid and return
receipt requested, to the address provided during registration. In such case, notice shall be deemed given
three (3) days after the date of mailing. 25. Notice to Copyright Agent. E-Book Systems respects the intellectual property
rights of others and requests that you do the same. Anyone who believes
that their work has been reproduced on the Web Sites in a way that constitutes
copyright infringement may provide a notice to the designated Copyright
Agent for the Web Sites containing the following:
- An electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the material that is claimed to be infringing and information reasonably sufficient to permit E-Book Systems to locate the material;
- The address, telephone number, and, if available, an e-mail address at which the complaining party may be contacted;
- A representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- A representation that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright infringement claims and notices (but not other notices) should be sent to the attention of _____ Rick Chow Chee Kwang _____, in any of the following manners: by
mail: E-Book Systems, Inc., 5201 Great America Parkway, Suite 320, Santa Clara,
California 95054 by
phone: (65) 6258-6100 ext 120 by
email: rick@ebooksys.com
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