SimplyBox™ Terms of Service Agreement

SimplyBox, Inc. ("SimplyBox", "us", or "we") provides, in connection with the SimplyBox website, located at http://www.simplybox.com (the "Website"), services to enable Members (defined below) to copy, store and share with other users certain Content (defined below) (the "Member Services") and services to allow Visitors (defined below) to view the Content posted by Members (the "Visitor Services"). The services offered by SimplyBox include the Member Services, the Visitor Services, the Website, and any other features, content, or applications offered from time to time by us in connection with the Member Services and Website (collectively, the "Website Services").

This Terms of Service agreement ("Agreement") sets forth the legally binding terms for your use of the Website Services. This Agreement is accepted by you upon your accessing and use of the Website Services if you are a "Visitor" (meaning you are simply browsing the Website or using the Visitor Services), by your registering to be a "Member" (meaning that you are setting up an Account to use the Member Services), or by your downloading or using of the SimplyBox Software (defined below). In addition, you may not use the Website Services or accept the Agreement if (i) you are not of legal age to form a binding contract, or (ii) you are prohibited by law from receiving or using the Website Services. By accessing or using the Website Services, you represent and warrant that you have the right, authority, and capacity to enter into the Agreement and to abide by all of the terms and conditions set forth herein. If you access or use the Website Services on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it to the Agreement. If you do not agree with all provisions of this Agreement, please do not use the Website Services and do not download the SimplyBox Software.

Please review SimplyBox's Privacy Policy www.simplybox.com/index/privacy. The terms of the Privacy Policy are incorporated into, and considered a part of, this Agreement.

Please review SimplyBox's Copyright Policy www.simplybox.com/index/copyright. The terms of the Copyright Policy are incorporated into, and considered a part of, this Agreement.

1. Member Services. This section 1 applies to you if you are a Member. Except as expressly provided, the other sections of this Agreement applies to both Members and Visitors.

1.1 Accounts. In order to use the Member Services, you must create an SimplyBox account by registering on the Website ("Account").

(a)Eligibility. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Website Services does not violate any applicable law or regulation or the terms of this Agreement.

(b)Password. When you sign up to become a Member, you will be asked to choose a login name and a password for your Account. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the Account, login name, or password of another Member at any time. You agree to notify us immediately if you suspect any unauthorized use of your Account or access to your password. You are solely responsible for any and all use of your Account.

(c)Cancelling Accounts. You may delete your Account and end your status as a Member at any time, for any reason, by following the instructions on the Account webpage. Your Account may be deleted without warning if we believe that you are younger than thirteen (13). SimplyBox may suspend (without notice) or discontinue (with 5 days notice to your Account email address) your Account at any time, for any reason or no reason, at our sole discretion, including for your breach of this Agreement. You understand that any termination of your Account involves deletion of your Account information from our live databases and all the Content (defined below) stored for such Account. SimplyBox will not have any liability whatsoever to you for any termination of your Account or related deletion of you Content. Upon termination of your Account, the SimplyBox Software (defined below) license granted hereunder shall terminate and you shall immediately destroy any copies of the SimplyBox Software in your possession.

1.2 SimplyBox Software. In order to use the Member Services, you have to download, install, and execute the SimplyBox software ("SimplyBox Software"), which is provided as part of the Member Services and can be downloaded at www.simplybox.com/index/downloads. Subject to the terms of this Agreement, during the term of your Account, SimplyBox grants to you (i) a nontransferable, nonexclusive, royalty-free, fully paid, worldwide license to install and execute the SimplyBox Software, in executable object code format only, solely for your own personal noncommercial use in connection with your use of the Member Services.

1.3 Open Source Software. Certain items of independent, third-party code that are included with the SimplyBox Software and applications used in connection with the Website Services hereunder may be subject to open source licenses ("Open Source Software"). This Open Source Software is licensed under the terms of the applicable license for such Open Source Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Open Source Software. In particular, if the Open Source Software is subject to the GNU General Public License ("GPL"), nothing in this Agreement restricts your right to copy, modify, and distribute such Open Source Software. Applicable licenses, source code, attributions, and/or other information regarding any such Open Source Software may be found at the following location www.simplybox.com/index/opensourcesoftware.

2.Website Services.

2.1 Use of Website. Subject to the terms of this Agreement, SimplyBox grants you a non-transferable, non-exclusive, royalty-free, fully paid, worldwide license to reproduce, and publicly display and perform SimplyBox's content on the Website Services (i.e., content other than Content provided by Members) for your personal, noncommercial use in connection with your use of the Website Services.

2.2 Acceptable Use Policy.

(a)You agree not to use the SimplyBox Service, including the SimplyBox Software, to collect, upload, transmit, display, or distribute (1) any Content from any third party website that does not allow such collection, uploading, transmission, display, or distribution (e.g., such acts would be in violation of the terms and policies of such third party website); (2) any Content that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (3) any computer viruses, worms, or any software intended to damage or alter a computer system or data; (4) any Content that is unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (5) any Content in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(b)In addition, you agree not to use the SimplyBox Service or any Content or information contained therein to: (i) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (ii) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iii) interfere with or disrupt servers or networks connected to the SimplyBox Service or violate the regulations, policies or procedures of such networks; (iv) attempt to gain unauthorized access to the SimplyBox Service, other Accounts, computer systems or networks connected to or used together with the SimplyBox Service, through password mining or other means; or (v) harass or interfere with another Member's or Visitor's use and enjoyment of the SimplyBox Service.

2.3 Third Party Providers. SimplyBox utilizes services from third party providers in providing the SimplyBox Service to you. Accordingly, the acceptable use policies of such third party providers may apply to your use of the SimplyBox Service. Links to each third party provider's policies applicable to the SimplyBox Service are set forth at www.simplybox.com/index/thirdpartyproviders, and may be updated by SimplyBox from time to time (such updates will be effective 30 days after they are posted). You are responsible for regularly reviewing each third party's provider's policies as such terms may be revised from time to time by the third party provider.

2.4Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, or otherwise commercially exploit the SimplyBox Software or Website Services; (b) you shall not display, disclose, or make the SimplyBox Software available to any third party; (c) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the SimplyBox Software or Website Services; (d) you shall not access the SimplyBox Software or Website Services in order to build a similar or competitive product or service; (e) except as expressly stated herein, no part of the SimplyBox Software or Website Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (f) any future release, update, or other addition to functionality of the SimplyBox Software or Website Services shall be subject to the terms of this Agreement.

2.5 Enforcement by Us. We have the right (but not the obligation) to review any Content that is posted on the Website Services and delete (or modify) any Content that in our sole judgment violates this Agreement, is used in a way that in our sole judgment would violate this Agreement, or may otherwise violate the rights, harm, or threaten the safety of any Visitor, Member, or any other person, or create liability for us, any Visitor, or Member. We reserve the right (but have no obligation under this Agreement) to investigate and/or take appropriate action, including legal action, in our sole discretion against you if you violate this provision or any other provision of this Agreement, including removing the Content from the Website Services (or modifying it), terminating your Account in accordance with Section 1.1(c), and/or reporting you to law enforcement authorities. In order to cooperate with legitimate governmental requests, subpoenas or court orders, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information consider necessary or appropriate, including Account information (i.e. name, e-mail address, etc.), IP addressing and traffic information, usage history, and posted Content.

2.6 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Website Services (excluding any Content provided by Members) are owned by SimplyBox or SimplyBox's licensors. The provision of the Website Service does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights.

3. Content. This section 3 applies to you if you are a Member. Except as expressly provided, the other sections of this Agreement applies to both Members and Visitors.

3.1 Overview. "Content" means all intellectual property and other materials, text, content, data, links, URLs, metadata, images (including screen shots of websites or parts thereof), information, and any combination or collection of the foregoing. You may allow Members to view, delete, add to, or otherwise modify your Content by following the instructions in your Account ("Authorized Members"). You may allow Visitors to view your Content by following the instructions on the Website. You agree and acknowledge that SimplyBox cannot and does not control any Authorized Member's or Visitor's use of your Content.

3.2 Responsibility for Content. You are solely responsible for any Content posted through your Account (including that provided by Authorized Members). You assume all risks associated with use of such Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of information in such Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize Members and Visitor's to use, any Content in your Account as described herein and (ii) Content in your Account does not violate the Acceptable Use Policy (defined below). You may not state or imply that Content in your Account is in any way provided, sponsored or endorsed by SimplyBox. Because you alone are responsible for Content in your Account (and not SimplyBox), you may expose yourself to liability if, for example, Content in your Account violates the Acceptable Use Policy. Your and any Authorized Member's ability to post Content to your Account shall be subject to any capacity limits defined by SimplyBox.

3.3 License. By posting Content to the Member Services, you automatically grant, and you represent and warrant that you have the right to grant, to SimplyBox an irrevocable, nonexclusive, royalty-free and fully paid, worldwide (i) license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use such Content, and to grant sublicenses of the foregoing, and (ii) perpetual license to Visitors to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use such Content for their personal, noncommercial use in connection with their use of the Website Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to the Content you provide.

3.4 Additional Rights. SimplyBox and its licensees may display your account name with Content in your Account and may display advertisements and other information adjacent to Content in your Account. You agree that you are not entitled to any compensation for any such advertisements. The manner, mode and extent of such advertising is subject to change without specific notice to you.

3.5 Backup of Content. SimplyBox is not obligated to backup any Content that is posted on the Website Services. You are solely responsible for creating backup copies of and replacing any Content you post or store on the Website Services at your sole cost and expense.

3.6 Security. We make reasonable efforts to protect your Content and Account information through the design of the Website Services as well as technical means, but no company, including SimplyBox, can fully eliminate security risks connected to handling data on the Internet and you acknowledge, understand and agree that SimplyBox therefore cannot and does not guarantee the security of your Content and Account information while it is transmitted over the Internet or stored on the Website Services.

4.Other Members, Visitors, and Websites

4.1 Other Member's Content. Content from other Members is made available to you through the Website Services, but please note that SimplyBox solely provides its Members and Visitors a platform which can be used to share and view such Content. Each Member is solely responsible for any and all Content that is posted by such Member or through such Member's Account on the Website Services. Because we do not control the Content provided by Members, you acknowledge and agree that we are not responsible for any such Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of the Content, and we assume no responsibility for any Content made available by other Members and third parties.

4.2 Visitor and Member Interaction. Your interactions with other Visitors and Members on or through the Website Services and any terms, conditions, warranties or representations associated with such dealings, are solely between you and the other Visitor and Member. You agree that SimplyBox will not be responsible for any loss or damage incurred as the result of any such dealings or with respect to any other Visitor's or Member's use or disclosure of your Content and personally identifiable information. If there is a dispute between you and any third party (including any Visitor or Member), we are under no obligation to become involved; however, we reserve the right, but have no obligation, to monitor disputes between you and any such party.

4.3 Third-Party Ads and Sites. The Website Services might contain advertisements of third-parties or links to third-party websites ("Third-Party Ads and Sites") (a) placed by us as a service to those interested in this information; or (b) posted by other Members. You use all such links to Third-Party Ads and Sites at your own risk. We do not monitor or have any control over, and makes no claim or representation regarding Third-Party Ads and Sites. To the extent such links are provided by us, they are provided only as a convenience, and such link to Third-Party Ads and Sites does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Ads and Sites. We accept no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of Third-Party Ads and Sites. When you leave the Website, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Ads and Sites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

5.Disclaimers

The Website Services and all Content are provided "As-Is" and as available. We expressly disclaim any warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that: (a) the Website Services or any Content will meet your requirements; (b) the Website Services or any Content will be available on an uninterrupted, timely, secure, or error-free basis; or (c) the Website Services or any Content will be accurate, reliable, complete, legal, or safe. We make no warranty regarding the products and services associated with the Website Services, including the products and services on Third-Party Ads and Sites.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

6.Limitation on Liability

In no event shall we be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from your use of the Website Services or any Content, even if we have been advised of the possibility of such damages. Access to, and use of, the Website Services and any Content are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to (for any cause whatsoever and regardless of the form of the action), will at all times be limited to Fifty us dollars ($50).

Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdiction to jurisdiction.

7. Release. You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from: (i) any interactions with other Visitors, Members, or Third-Party Ads and Sites, or (ii) conduct of any Visitors, Members, or Third-Party Ads and Sites. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."

8. Indemnity. You agree to indemnify and hold SimplyBox, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of the Website Services or any Content, (ii) your Account or any Content in your Account, (iii) your violation of this Agreement, including for any infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity, violation of any terms or policies of any other website, or any other violation of the law. SimplyBox reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of SimplyBox. SimplyBox will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9.Term. Subject to this Section, this Agreement will remain in full force and effect while you use the Website Services and/or are a Member. If you are a Member, each party may terminate your Account in accordance with Section c above. If you are a Visitor, we may terminate this Agreement or suspend your rights to use the Website Services at any time, for any reason, at our sole discretion, including for any use of the Website Services in violation of this Agreement. Upon termination of this Agreement, your right to access and use the Website Services will terminate immediately. SimplyBox will not have any liability whatsoever to you for any termination of this Agreement. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 1.3, 2.2-2.6, 3-8, and 10.

10.General

10.1 Changes to Terms of Service. Agreement is subject to occasional revision, and if we make any substantial changes this Agreement, we will prominently post notice of the changes on our Website. Any material changes to Agreement will be effective upon thirty (30) calendar days following our posting of notice of the changes on our Website. These changes will be effective immediately for new users of our Website Services. Continued use of our Website Services, following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

10.2 U.S. Export Controls. No software (including the SimplyBox Software) may be downloaded from the Website Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using any software, you represent and warrant that such download or use is not in violation of any such law.

10.3 Governing Law and Arbitration. This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within the State of California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.

10.4 Entire Agreement. This Agreement (which includes the Privacy Policy and Copyright Policy and any other rules posted on the Website) constitutes the entire agreement between you and us regarding the use of the Website Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to SimplyBox is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without SimplyBox's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees. Please contact us with any questions regarding this Agreement by e-mailing us at: support@simplybox.com.

10.5 Copyright/Trademark Information. Copyright © 2008, SimplyBox, Inc. All rights reserved. The trademarks, logos and service marks ("Marks") displayed on the Website Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.