Scrapboy Terms of Service

Introduction. This Agreement governs your use of Scrapboy and the Software. You may not use Scrapboy or the Software:

except in accordance with this Agreement;
unless you are 13 years old or older; and
unless you confirm, by clicking “I Agree” where indicated below, that you have read, understand and agree to this Agreement and all of the provisions, terms, conditions and policies in this Agreement.

Definitions. In this Agreement:

“Affiliates” means any and all of SDMC’s owners, subsidiaries, affiliates, directors, officers, agents, employees and licensors from time to time;
“Agreement” means this agreement (including each and every one of the provisions, terms, conditions and policies in this Agreement) as Scrapboy may amend, supplement or replace it from time to time;
“Amend” means amend, modify, revise, supplement, replace or otherwise change;
“Content” includes all content, communications, designs, text, data, images, photographs, music, sound, video, material and other information of any type or description whatsoever;
“Information Policy” means a policy that SDMC may have in place from time to time for maintaining information about you in Scrapboy;
“Post” means upload, post, transmit, store, distribute or in any other manner make available for another person to see, any Content in, on or using Scrapboy;
“Scrapboy” means SDMC’s social networking service;
“SDMC” means Scrapboy Digital Media Corporation and its successors and assigns;
“SDMC’s Property” includes Scrapboy, the Software and SDMC’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features;
“Social Networking Service” includes Orkut, MySpace, and any other internet social networking service (except Scrapboy); and
“Software” means the software SDMC provides for download, which enables you and other users to use Scrapboy.

Construction and Interpretation . In this Agreement:

the word “including” will not be construed as limiting the general term or statement immediately preceding; and
unless otherwise specified each reference in this Agreement to a “Section” is to a Section of this Agreement.

Description of Scrapboy. Scrapboy is a social networking service, allowing users of certain Social Networking Services to enhance their use and experience of those other services. When using Scrapboy your browser loads your Orkut or MySpace “friends” and Scrapboy “reads” their scrapbooks continuously, notifying you of new scraps. Scrapboy allows you to send and receive “instant scraps” without a web browser and with the convenience of instant messaging services. Currently, Scrapboy can be used by users of Orkut and MySpace. In future, users of other internet social networking services may also be able to use Scrapboy. SDMC may, in its sole discretion, change, enhance or remove any and all features of Scrapboy from time to time. Nothing in this Agreement affects your agreements with Orkut, MySpace or any other Social Networking Service, or changes your rights or obligations or the rights or obligations of the other party under any such agreement. Neither SDMC nor Scrapboy is affiliated with Orkut or MySpace, or has any rights with respect to use of their trademarks or other property.
Representations and Warranties. You represent, warrant and agree that:

you are 13 years old or older;
all information you provide to SDMC is correct and current; and
you have all necessary right, power and authority to enter into this Agreement and to perform the acts required of you under this Agreement.

Agreement and Information Policy. You are bound by all of the provisions, terms, conditions and policies in this Agreement and the Information Policy, as Scrapboy may Amend them from time to time. Scrapboy may post this Agreement and the Information Policy, as Amended from time to time, on Scrapboy’s website. Scrapboy recommends that you review the most up-to-date version of this Agreement and the Information Policy on Scrapboy’s website periodically. In the event of any inconsistency or conflict between this Agreement and the Information Policy, this Agreement will control. This Agreement and the Information Policy constitute the entire agreement between you and SDMC and govern your use of Scrapboy and the Software, superseding any and all prior agreements between you and SDMC.
License. SDMC hereby grants you a personal, non-transferable and non-exclusive right and license to use the Software on your computer, provided you comply with this Agreement. As a result of your use of Scrapboy and the Software:

you will automatically become a member of the “Scrapboy community”, although you can subsequently opt out of the “Scrapboy community”;
SDMC will have access to your password and User ID connected to your accounts on Social Networking Services, which will be stored in encrypted form on your computer, and access to other Content on such accounts, which may be cached on your computer;
SDMC will have access to personal information you input when registering; and
Scrapboy will scan the list of your friends on applicable Social Networking Services, and ask you whether you wish to invite them by email to join you on Scrapboy.

Use of Scrapboy. Scrapboy is made available to you for your personal use only. You are responsible for your use of Scrapboy, including all Content you Post, and for any and all consequences arising from or in connection with the Content and your Posting of the Content. In using Scrapboy, you will comply with all applicable local, state, provincial, national and international laws, rules and regulations, including any and all laws, rules and regulations relating to export control and transmission of technical data. You will not, and will not agree to or permit any third party to:

use Scrapboy or the Software to Post any Content that:

is, or the distribution of which is, illegal, defamatory, harassing, abusive, fraudulent or obscene;
contains any virus, is intended to spread any virus, or is otherwise objectionable as reasonably determined by SDMC; or
infringes on another party’s intellectual property rights or other proprietary, contractual or fiduciary rights or obligations;

use Scrapboy or the Software for any illegal, improper, fraudulent or inappropriate purpose;
prevent another party from using Scrapboy or the Software;
remove any copyright, trademark or other proprietary rights notice contained in or on Scrapboy; or
do any of the following to all or any part of Scrapboy or the Software:

reproduce, duplicate, copy, modify, or create a derivative work of;
reverse engineer, reverse assemble or otherwise attempt to discover any source code;
sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in or to; or
permit use of or access to, sell, trade, resell or exploit for any commercial purpose.

Personal Information. You acknowledge you are aware that, without respect to you use of Scrapboy, Content you Post using a Social Networking Service may remain on the Social Networking Service’s computer servers and many other users’ computers in the future, regardless of whether you continue to use the Social Networking Service. Neither SDMC nor Scrapboy independently retains your Content, but because your Content may remain on Social Networking Services’ computer servers and others’ computers, it may remain accessible to many people including SDMC. When you use Scrapboy, Scrapboy notes your User ID (a numerical identifier assigned by the Social Networking Service you use) identifying you to the Social Networking Service. Anyone with your User ID could use it to access your information on the Social Networking Service. Neither SDMC nor Scrapboy will do so except as otherwise stated in this Section 9. During times while you are logged in to a Social Networking Service and using Scrapboy, your profile information and other information is available to Scrapboy and may be used for purposes of directing to you advertising and other content that may be of interest to you. Scrapboy does not retain your User Name or password connected to any Social Networking Service, but at your option the Scrapboy server will cause them to be noted on the computer you are using. SDMC may access and disclose your personal information, including the particulars of any Content you Post, if SDMC is required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in this Agreement or the Information Policy. Personal information about you may be stored and processed in any country in which SDMC or any of its agents has facilities from time to time. You consent to any such transfer of information outside of your country.
Updates. Once installed on your computer, the Software will communicate to SDMC’s servers from time to time to facilitate updates to the Software, and the Software may be updated from time to time, with or without notice to you. Such updates may change, enhance or remove parts of the Software.
SDMC’s Rights. SDMC may (without being obligated to) from time to time and at any time, in its sole discretion, with or without notice to you and without any obligation, responsibility or liability to you, do any or all of the following:

modify, revise, suspend or discontinue Scrapboy or the Software;
modify or revise this Agreement (in which case you will be bound by all such modifications and revisions);
refuse service to you or anyone else;
investigate your use of Scrapboy or the Software for any purpose SDMC considers appropriate, which may include:

determining whether a violation of the Agreement has occurred; or
complying with any applicable law, regulation, legal process or governmental request;

remove, or refuse to distribute, any Content;
access, read, preserve, and disclose any information that it reasonably believes is necessary to any purpose it considers appropriate, which may include:

satisfying any applicable law, regulation, legal process or governmental request;
investigating a possible violation of this Agreement;
enforcing this Agreement;
detecting, preventing, or addressing illegal, improper, fraudulent or inappropriate use of Scrapboy, or any security or technical issue;
responding to user support requests; or
protecting the rights, property or safety of SDMC, its users, and the public; and

create limits on use of Scrapboy and storage space used within Scrapboy.

SDMC’s Intellectual Property Rights. SDMC owns all right, title and interest, including all intellectual property rights, in and to SDMC’s Property. You will not:

copy, reproduce, alter, modify, or create derivative works from any SDMC’s Property; or
use any device (whether a so-called “robot” or “spider”, or otherwise), manual or other process to monitor or copy any content Scrapboy or the Software.

Your Intellectual Property Rights. SDMC does not claim any ownership in any Content that you Post or that any other user Posts, and SDMC has no responsibility or liability for such Content, the Posting thereof, or any consequence arising from or in connection with such Content or the Posting thereof.
Terms of Use. Scrapboy and the Software are made available for your use “AS IS” and “AS AVAILABLE” and your use of Scrapboy and the Software is at your sole risk. If you download or otherwise obtain Content on or from Scrapboy, you will do so at your own discretion and risk and you will be solely responsible for any loss of data from, or damage resulting to, computers, devices and other property.
No Warranty. SDMC does not represent or warrant, and will not ensure, that:

your use of Scrapboy will be uninterrupted, timely, secure, free from error or reliable;
Content you Post will be stored and transmitted and will not be deleted;
your use of Scrapboy will meet your requirements;
advertising and Content on Scrapboy will be true, accurate, complete or reliable; or
defects in the operation or functionality of Scrapboy or the Software will be corrected.

SDMC will not be responsible or liable for any consequences arising from or in connection with any failure in connection with any of the above.

Third-Party Content. SDMC has no obligation to investigate or monitor and no responsibility for any advertising on Scrapboy or any Content Posted by any Scrapboy user, regardless whether illegal, defamatory, harassing, abusive, fraudulent or obscene, regardless whether containing or spreading any virus or other harmful or disabling feature, and regardless of any damage or harm it may cause to person or property.
Disclaimer. SDMC expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
Termination and Uninstalling. You may uninstall Scrapboy from your computer at any time. SDMC may, in its sole discretion, at any time and for any reason, terminate your use of Scrapboy and the Software, terminate this Agreement, or suspend or terminate your use of Scrapboy. In any such case, you may not be granted access to Scrapboy or Content. However, copies of your personal information and Content you Posted may remain in SDMC’s system. Sections 4, 8, 9, 11(d), 11(e), 11(f), 13, 18, 19, 20, 21, 22 and 23 of this Agreement will survive expiration or termination of this Agreement.
Indemnification. You will indemnify SDMC and all Affiliates for, and hold SDMC and all Affiliates harmless from and against, any and all third-party claims arising from or in connection with or in any way relating to your use of Scrapboy or the Software, including any liability or expense arising from any and all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and solicitors’ and attorneys’ fees, of every kind and nature.
Limitation of Liability. Subject to Section 21, neither SDMC nor any Affiliates will be liable to you for any loss, damage, injury or harm you incur or suffer as a result of or in connection with your relationship with SDMC or your use of Scrapboy or the Software, including loss of profit, goodwill, business reputation, or data, cost of procurement of substitute goods or services, or other intangible loss, or any other damage whatsoever (whether direct, indirect, incidental, special, consequential, exemplary or otherwise), however caused and under any theory of liability, whether or not foreseeable, whether or not SDMC knows or should have known of the possibility thereof, and whether or not resulting from any of the following:

any violation of an agreement between you and any Social Networking Service arising from or in connection with your use of Scrapboy or the Software;
your reliance on the truth, accuracy, completeness and reliability of any advertising appearing on Scrapboy, or any relationship or transaction between you and any advertiser whose advertising appears on Scrapboy;
any change SDMC makes to Scrapboy or the Software, or any temporary or permanent cessation of Scrapboy’s operation or any features of Scrapboy;
deletion, loss or corruption of any Content; or
any act or failure to act by any person in response to any Content.

Exclusion of Warranties. Nothing in this Agreement will exclude or limit SDMC’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law.
Applicable Law. This Agreement and the Information Policy are governed exclusively by, and are to be enforced, construed and interpreted exclusively in accordance with, the laws of British Columbia and the laws of Canada applicable in British Columbia which will be deemed to be the proper law of the Agreement, without giving effect to conflict of laws provisions or your actual province, state, or country of residence. Any claim, cause of action, legal proceeding or litigation arising from or in connection with or in any way relating to use of Scrapboy or the Software will be brought solely in the courts of British Columbia, and you consent to the jurisdiction of such courts. Any statute or law to the contrary notwithstanding, any claim, cause of action, legal proceeding or litigation arising from or in connection with or in any way relating to use of Scrapboy must be filed within one year after such claim or cause of action arises or be forever barred.
General.

Nothing in this Agreement will confer, or be deemed to confer, any third-party rights or benefits.
SDMC will not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.
You will not assign this Agreement or any interest in this Agreement.
The division of this Agreement into Sections and the insertion of headings are for convenience only, do not form a part of this Agreement, and will not be used to affect the construction or interpretation of this Agreement.

Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remaining provisions of this Agreement, or the legality, validity or enforceability of that provision in any other jurisdiction .
No advice or information, whether oral or written, obtained by you from SDMC or on or from Scrapboy or the Software will create any warranty not expressly stated in this Agreement.
This Agreement enures to the benefit of SDMC and its successors and assigns.
No failure by SDMC to exercise, and no delay by SDMC in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver by SDMC of any breach of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or any other provision.