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
4. Software and EULA
5. Use of Password
6. Copyrights and Trademarks
7. Submitting Materials and Feedback
8. Agreement to Conduct Transactions Electronically
9. Record Retention
10. Privacy Policy
11. Termination or Cancellation
12. Your Representations and Warranties
13. No E-Book Systems Warranties; As Is
14. Assumption of Risk
15. No Incidental, Consequential or Certain Other Damages
16. Limitation of Liability and Exclusive Remedy
17. Linked Sites and Flip-Enabled Materials
18. Transfer of Rights
19. Amendments; Complete Agreement
20. Waiver of Contractual Right
21. Severability
22. Governing Law; Exclusive Jurisdiction
23. International Usage
24. General Notices
25. Notice to Copyright Agent
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 sengbeng@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 RICHARD WAN, in any
of the following manners:
by mail: E-Book Systems, Inc., 5201 Great America Parkway, Suite
320, Santa Clara, California 95054
by tel: (+65) 6258-6100
by fax: (+65) 6258-7300
by e-mail: info@ebooksys.com
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