Universal Terms of Service for The application provider Software and Services

This Universal Terms of Service for The application provider Software and Services Agreement ("Agreement") is by and between AppDiaporama inc. ,Hereafter called “The application provider”, you, your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of The application provider software (“Software”) and services (“Services”) and explains The application provider's obligations to You and Your obligations to The application provider in relation to the Software and Services You purchase.

This Agreement as well as any additional The application provider policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and The application provider concerning Your use of The application provider's Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All The application provider policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference. By purchasing The application provider's Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which The application provider may establish from time to time, and any agreements that The application provider is currently bound by or will be bound by in the future. You may view the latest versions of these Agreements here.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with The application provider, whether or not the transactions were in Your behalf.

The General Terms in Section A apply to all customers of The application provider. The Software and Services Specific Agreements incorporated in Section B apply only to customers who have purchased those referenced Services.

A. GENERAL TERMS APPLICABLE TO ALL SOFTWARE AND SERVICES

1. TERM OF AGREEMENT; MODIFICATIONS.

You agree that The application provider may modify this Agreement and the Services from time to time. You agree to be bound by any changes The application provider may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from The application provider, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, The application provider will not refund any amounts You have paid. You agree that The application provider shall not be bound by any representations made by third parties who You may use to purchase Services from The application provider, and that any statement of a general nature, which may be posted on The application provider's web site or contained in The application provider promotional materials, will not bind The application provider. The application provider may, at times, offer certain promotions with different charges and features.

2. ACCOUNT SECURITY.

You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, etc. (collectively, the "Account Access Information"). For security purposes, The application provider recommends that You change Your password every six (6) months, for every The application provider account, subject to The application provider's password guidelines. You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify The application provider immediately of any unauthorized use of Your account or any other breach of security. You agree The application provider will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by The application provider or another party due to someone else using Your Account Access Information. You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. The application provider specifically disclaims liability for any activity in Your account, whether authorized by You or not.

3. NO UNLAWFUL CONDUCT OR IMPROPER USE.

As a condition of Your use of The application provider's Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to The application provider if, for any reason, The application provider takes corrective action with respect to Your improper or illegal use of its Services.

The application provider reserves the right at all times to disclose any information as The application provider deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in The application provider's sole discretion.

If You have purchased Services, The application provider has no obligation to monitor Your use of the Services. The application provider reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. The application provider reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.

The application provider reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against The application provider or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.

Except as set forth below, The application provider may also cancel Your use of the Services, after thirty (30) days, if you are using the Services, as determined by The application provider in its sole discretion, in association with morally objectionable activities. Morally objectionable activities will include, but not be limited to:

• activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties;
• activities prohibited by the laws of the Turks and Caicos Islands and/or foreign territories in which You conduct business;
• activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography;
• activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable;
• activities designed to impersonate the identity of a third party;
• illegal access to other computers or networks (i.e., hacking);
• distribution of Internet viruses or similar destructive activities;
• activities designed to harm or use unethically minors in any way; and
• activities associated with the sale or distribution of prescription medication without a valid prescription.

4. INTELLECTUAL PROPERTY.

You agree that The application provider or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.

You understand and agree that all content and materials contained in this Agreement, other policies, The application provider web site, and any affiliated web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of Turks and Caicos Islands, as well as any other applicable proprietary rights and laws, and that The application provider or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of The application provider or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.

You agree that The application provider can use your thoughts and improvements of thoughts without any notification and have no loyalty or whatsoever payment to make for using the content you posted in his application. You agree that The application provider may use your thoughts and the revised version of thoughts without any notification and receive no royalty or any remuneration in using the content posted within the application.

5. USE OF The application provider SOFTWARE.

If You have licensed software from The application provider, The application provider grants You a limited, non-exclusive, non-transferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two (2) or more computers at one time.

You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.

The application provider reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of The application provider. The source code and its organization are the exclusive property of The application provider and the Software is protected by copyright, including Turks and Caicos Islands Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by The application provider.

The application provider PROVIDES THIS SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. FEES AND PAYMENT.

As consideration for the Software or Services purchased by You and provided to You by The application provider, You agree to pay The application provider at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. The application provider expressly reserves the right to modify pricing through email notification and/or notice on its web site. Payment may be made by You by providing either a valid credit card (collectively, the "Payment Method"). Your Payment Method on file must be kept valid if You have any active products in Your account.

If You signed up for an annual (or longer) plan, and You elected the automatic renewal option, The application provider will automatically renew Your Services when they come up for renewal and will take payment from the Payment Method You have on file with The application provider, at The application provider's then current rates.

If for any reason The application provider is unable to charge Your Payment Method for the full amount owed The application provider for the Services provided, or if The application provider is charged a penalty for any fee it previously charged to Your Payment Method, You agree that The application provider may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason The application provider is unable to charge Your credit card with the full amount of the Services provided, or if The application provider is charged back for any fee it previously charged to the credit card You provided, You agree that The application provider may pursue all available remedies in order to obtain payment. You agree that among the remedies The application provider may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any domain names or Services registered or renewed on Your behalf. The application provider reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You.

You agree that You are solely liable for arranging that Your Services are renewed, and that The application provider shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services.

While all transactions are processed in US dollars, The application provider may provide an estimated conversion price to currencies other than US dollars. You acknowledge and agree that the pricing displayed during the checkout process is an estimate. Due to potential slight time delays between actual purchase and the payment settlement, the actual price charged may fluctuate. The application provider makes no representations or warranties that the estimated price will be the same or substantially similar to the actual price You will pay and You waive any and all claims based upon any discrepancy between the estimate and the actual price and the price paid and any subsequent refund. In addition, you may be charged VAT, GST, QST or other localized taxes, based on the country indicated in Your billing address section. Any amounts to be charged will appear during the checkout process.

Pay by PayPal

By using The application provider's pay by PayPal, Inc. (“PayPal”) option (“Pay by PayPal”), You can purchase The application provider Software and Services using PayPal. In consideration for the Software and Services purchased by You and provided to You by The application provider, You agree to allow PayPal to debit the full amount of this transaction from Your PayPal account balance or the Preferred Funding Source You established with PayPal, which is non-refundable.

It is Your responsibility to keep Your PayPal Account current, to have available funds in it and to have Your PayPal Account backed by a valid credit card. You agree that PayPal and The application provider will not be responsible for payments that fail to go through as a result of Your Funding Source no longer existing, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for the Services provided, You agree that PayPal and The application provider may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account by PayPal or charged to Your Preferred Funding Source.

By clicking the box labeled “I agree” to the terms of the Pay by PayPal terms, You authorize the information provided to be used for the creation of an electronic funds transfer (EFT), and You authorize a debit of THE FULL AMOUNT of Your order from Your PayPal Account or Preferred Funding Source.

7. REPRESENTATIONS AND WARRANTIES.

You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.

8. LIMITATION OF LIABILITY.

IN NO EVENT SHALL The application provider BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF The application provider HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Where the countries or states do not allow such a broad exclusion or limitation on liability for damages as contained herein, The application provider's liability is limited to the full extent permitted by law. You agree that in no event shall The application provider's maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from The application provider.

9. DISCLAIMER OF WARRANTIES.

The application provider EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. The application provider MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. The application provider DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

10. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless The application provider and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with The application provider whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from The application provider or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold The application provider harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should The application provider be notified of a pending law suit, or receive notice of the filing of a law suit, The application provider may seek a written confirmation from You concerning Your obligation to indemnify The application provider. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that The application provider shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify The application provider of any such claim promptly in writing and to allow The application provider to control the proceedings. You agree to cooperate fully with The application provider during such proceedings.

You agree to cooperate fully with The application provider during such proceedings. You agree You will not be entitled to a refund of any fees paid to The application provider if, for any reason, The application provider takes corrective action with respect to Your improper or illegal use of its Services. You also agree that if The application provider is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding you usage of the application, he could, in its sole discretion, may take whatever action he deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

11. GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY.

This Agreement shall be deemed entered into Turks and Caicos Islands. You agree that the laws and judicial decisions of Turks and Caicos Islands, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Turks and Caicos Islands.

You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.

12. NOTICES.

You agree that all notices (except for notices concerning breach of this Agreement) from The application provider to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with The application provider. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from You to The application provider shall be made either by email, sent to the address provided on the The application provider web site, or first class mail to The application provider's address at:

AppDiaporama inc.

Attn : Michelle Tam

363 Grace Bay Road

The Saltmills, suite 22

P.O. Box 735

Providenciales

Turks and Caicos Islands

13. HEADINGS.

The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.

14. ENTIRE AGREEMENT.

You agree that this Agreement including the policies and agreements it refers to constitute the complete and only Agreement between You and The application provider regarding the Services contemplated herein.

15. SEVERABILITY.

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

16. WAIVER.

The failure of The application provider to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of The application provider thereafter to enforce such provisions.

17. FORCE MAJEURE.

The application provider will make every effort to keep its web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold The application provider liable for any of the consequences of such interruptions.

18. SURVIVAL.

Sections 1, 7, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 shall survive any termination or cancellation of this Agreement.

19. NO THIRD PARTY BENEFICIARIES.

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly.