License Agreement – Term of Use

Welcome to PremiumSoft™ CyberTech Limited (“PremiumSoft”).

This legal agreement between you and PremiumSoft governs your use of the product, software, services and websites that belong to or are provided by PremiumSoft (collectively referred to as the “Service”).  

It is important that you read and understand the following terms of use (“Terms of Use”) by clicking “AGREE”.  By clicking “AGREE”, you agree that these terms will apply if you choose to access or use the Service.  

PremiumSoft provides a data storage service for you to upload, download, transmit or store any data through the software and/or the Service that we provide.  The Service may be accessible to you through devices or platforms such as mobile phone, computers, iPad and so on (collectively referred as “Device”). Basic plan users of the Service can create up to 3 Projects and store up to 150 Units. Pro plan users can create up to 500 Projects and store up to 500 Units. The details of the Service plan is subject to change. Please always refer to http://www.navicat.com/navicatcloud for the updated Service plan.

You are allowed to use the Service only if you have the power to form a contract with PremiumSoft and are not barred under any applicable laws from doing so. The Service may continue to change from time to time as we will refine and add more features. We may stop, suspend, or modify the Service at any time without prior notice to you.  We may also remove any features, contents or functions from the Service at our discretion.

We reserve the right, in our sole discretion, to update or revise the Terms of Use. The continued use of the Service or Software following the posing of any changes to the Terms of Use constitutes acceptance of those changes. 

Your Account

Any users who wish to use the Service or the Software are required to register their accounts with us.  You may only use the Service or the Software only after you submit the electronic registration form and have made payment (if applicable) to PremiumSoft in accordance with the Payment Terms and Method as set out in the paragraph below.  As a user of the Service or the Software, you agree to provide true, accurate, current and complete information about yourself as prompted by the registration form, failing which, your user account with us is void. 

You agree that your account is non-transferable and that any rights to your account shall terminate upon your death or a written notice to us informing us the termination of your account.  

If you violate any Terms of Use herein, we reserve the rights to unilaterally terminate your account and cancel the contents stored in your account.  

Your Content and Your Content Sharing

When you use our Service, you will submit your contents including but not limited to files, and photos (“Your Content”).  By providing us Your Content, you grant us your permission to enable us and our trusted service providers to offer the Service to you. 

You may elect to share Your Content to any other third party through our Service and/or Software.  However, you are advised to be careful with whom and of what you are prepared to share.  PremiumSoft shall not be responsible for your loss or damage arising out of sharing Your Content by you. 

Your must comply with this Terms of Use when you upload, transmit, share, post Your Content.  Your Content shall not infringe the intellectual property rights of any third parties or any applicable laws.  We have the right to remove Your Content without your consent and notice to you if Your Content is likely to infringe any applicable laws.  

Software

Our Service may require you to download or install certain software ("Software") in the Device to enable you to use the Service.  The Software may update itself automatically.  As long as you comply with the Terms of Use, we grant you a license to use the Software which is a limited, non-exclusive, non-transferable, revocable license and is solely for you to access the Service.  To the extent any component of the Software may be offered under an open source license, we'll make that license available to you and the provisions of that license may expressly override some of these Terms of Use.  You agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so. 

Use of the Service and Software

You may use the Software and the Service only in accordance with and subject to these Terms of Use and the Privacy Policy (the "Privacy Policy").  Once you complete and submit your registration of your account to us, you have opted in to receive email communication from us.  You may not use the Software or the Service for any purpose that is unlawful or prohibited by the Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of PremiumSoft or others.

Notwithstanding any other rights or restrictions in these Terms of Use, you may not use the Service to: (a) transmit or through the Software or the Service any information, data, text, images, files, links, or software except in connection with your authorized use of the Software or otherwise in response to specific requests for information by us; (b) introduce to the Software or the Service or any other computer or web site viruses, worms, Trojan horses and/or harmful code; (c) obtain unauthorized access to any computer system; (d) impersonate or embezzle any other person, including but not limited to, a registered user of the Software or an employee of PremiumSoft; (e) invade the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity; (f) misrepresent the identity of a user or use a false e-mail address; (g) tamper with or obtain access to the Site or any component of the Site; (h) conduct fraudulent activities; or (i) collect or harvest information regarding other users of the Site for any reason whatsoever, including, without limitation, for sending such users unsolicited commercial e-mail.

You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account or password. You agree to immediately notify us in the event of any unauthorized use of your account or other breach of security.

Usage Requirement

Use of the Service and/or the Software require compatible devices, internet access, and certain software which may require additional fees.  Use of the Service or the Software may require periodic updates which may affect the performance of the Service or the Software.  PremiumSoft reserves the right to limit the number of accounts that may be created from a device and the number of devices associated with an account.  High-speed Internet access is strongly recommended for use. The latest version of required software is recommended to access the Service and may be required for certain transactions or features. You agree that it is your sole responsibility to meet these requirements which may change from time to time.

Proprietary Rights

You acknowledge and agree that the content, materials and other components (including but not limited to the source codes) available in the Service or the Software are the property of PremiumSoft and are protected by copyrights, trademarks, service marks or other proprietary rights and laws.  You agree not to, including but not limited to the following acts: sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from content or materials in the Software or the Service.  Use of any contents and materials for any purpose not expressly permitted in these Terms of Use is prohibited.  You are prohibited to use, acquire, download, obtain, access to the files, documents, data, contents and information save and except the Service that you have subscribe or paid for.   

You agree that PremiumSoft shall have all the proprietary rights in and to all the contents relating the Software or the Service, including but not limited to graphics, user interface, scripts and any software used to implement or in connection to the Service.  You shall not sell, license, or conduct any acts that are likely to or will infringe our proprietary rights.  Should you violate these terms and conditions or conducting any infringing acts, PremiumSoft reserves its right to pursue any and all legal and equitable remedies against you, including, without limitation, restricting, suspending or terminating your access to all or any part of the Service or the Software.

You shall have all the proprietary rights in all contents or data that you have uploaded or transmitted through the Software or the Service.  You warrant and undertake that any of the contents or data uploaded or transmitted by you shall not infringe any intellectual property rights of any third party.  You agree to hold PremiumSoft harmless and defend against all acts instituted by any third party in connect to the contents or data that have been uploaded, posted, or transmitted by you.   

Your Responsibilities

You agree that, by using the Service and/or the Software, you will not do as follows:

1. probe, scan, or test the vulnerability of any system or network in connection to the provision of the Service or the Software;
2. circumvent any security or authentication measures;
3. access, tamper with, or use non-public areas or parts of the Service, or shared areas of the Service you haven't been invited to;
4. interfere with or disrupt any user, host, or network by the conducts including but not limited to sending a virus, overloading, flooding, spamming, or mail-bombing any part of the Service;
5. access or search the Service by any means other than our publicly supported interfaces;
6. send unsolicited communications, promotions or advertisements, or spam;
7. send altered, deceptive or false source-identifying information;
8. promote or advertise products or services other than your own without appropriate authorization;
9. get more storage space through deceptive conducts including but not limited to creating more than one of your accounts, abusing the Service or its connected promotions to get more storage space than deserved;
10. abuse the Service in a manner that circumvents their storage space limits;
11. sell the Service or your account via unauthorized channels;
12. use other means to create accounts in bulk or to access the Service other than by using our official interface and/or APIs;
13. publish or share materials that are unlawfully pornographic or indecent, or that advocate bigotry, religious, racial or ethnic hatred;
14. violate the law in any way including storing, publishing or sharing material that's fraudulent, defamatory, misleading, or that violates the privacy or infringes the rights of others.

Disclaimer of Warranties

We shall use reasonable skills and care in providing the Service to you.  Such Service is relied upon the provision of the storage server or space provided by our service providers.  

However, we do not guarantee, represent, or warrant that your use of the Service or the Software will be uninterrupted or error-free, and you agree that we may, from time to time, remove the Service for indefinite periods of time, or cancel the Service in accordance with the terms of this agreement.

You expressly understand and agree that the service is provided on an “as is” basis.  PremiumSoft and its officers, directors, employees, agents, partners and licensors expressly disclaim 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.  PremiumSoft and its officers, directors, employees, agents, partners and licensors make no warranty that (i) the Service will meet your requirements; (ii) your use of the Service will be timely, uninterrupted, secure or error-free; (iii) any information obtained by you as a result of the Service will be accurate or reliable; and (iv) any defects or errors in the Software as part of or in connection to the Service shall be correct. 

We do not represent or guarantee or warrant that the Service will be free from corruption, attack, viruses, interference, hacking, or other security intrusion and we disclaims any liability relating thereto.
You acknowledge that any material downloaded or otherwise obtained through the use of the Service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your device, computer, or loss of data that results from the download of any such material.  You further acknowledge that the Service is not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the Service could lead to death, personal injury, or severe physical damage.

Limitation of Liability

You expressly understand, acknowledge and agree that PremiumSoft and its officers, directors, employees, agents, partners and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if PremiumSoft has been advised of the possibility of such damages), resulting from: (i) the use or inability to use the Service (ii) any changes made to the Service or any temporary or permanent cessation of the Service or any part thereof; (iii) the unauthorized access to or alteration of your transmissions or data; (iv) the deletion of, corruption of, or failure to store and/or send or receive your transmissions or data on or through the Service; (v) statements or conduct of any third party on the Service; and (vi) any other matter relating to the Service.

The above limitations do not apply in respect of loss resulting from PremiumSoft’s gross negligence in providing the Service, willful misconduct or fraud or death or personal injury.

You hereby acknowledge that the preceding paragraph shall apply to all content, merchandise and services available through the Service.  Since some countries do not allow limitations on implied warranties or the exclusion or limitation of certain damages, in such countries some or all of the above disclaimers or exclusions may not apply and liability will be limited to the fullest extent permitted by applicable law.

Links to Third-Party Web Sites; No Implied Endorsements

The Service may contain links to other web sites on the Internet.  You acknowledge that PremiumSoft has no control over such web sites and that we are not responsible for the accuracy, content, legality or any other aspect of any linked web site. In no event shall any reference to any third party, third party website or third party product or service be construed as an approval or endorsement by us of that third party, third party website or of any product or service provided by a third party. PremiumSoft shall not warrant or guarantee the content, merchandise and services appear on the said websites.

Indemnification

By using the Service, you agree to indemnify, hold harmless and defend PremiumSoft, its parent, subsidiaries and affiliates, and their respective officers, directors, employees, successors, agents, subsidiaries, partners, contractors, vendors, manufacturers, distributors, representatives and affiliates from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, legal fees, resulting directly or indirectly from a claim (including without limitation, claims made by third parties for infringement of intellectual property rights) by a third party that arises in connection with (i) your use or misuse of the Service or the Software; (ii) your breach of the Terms of Use; or (iii) your violation of any laws or the rights of a third party. You agree to cooperate as fully as reasonably required in the defense of any claim.  PremiumSoft reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

International Use

We make no representation that the Service is appropriate or available for use outside the Hong Kong Special Administrative Region (“Hong Kong”).  For those who choose to access or subscribe the Service outside Hong Kong do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

Termination 

You may terminate your account and/or stop using the Service at any time, but any fees paid by you are non-refundable.  If you wish to stop using the Service on your computer or device (including but not limited to your mobile phone, i-Pad), you may remove the Software from your computer of the device.  To terminate your account please contact PremiumSoft at [support@navicat.com].

PremiumSoft may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service.  Cause for such termination shall include: (a) violations of this Agreement or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a written request by you to cancel or terminate your account; (c) any request from the regulatory bodies or laws; (d) where any part of the Service to you is or may become unlawful; (e) unexpected technical or security issues or problems; (f) your participation in fraudulent or illegal activities; or (g) failure to pay any fees in relation to the Service by you.  Any such termination or suspension shall be made by PremiumSoft in its sole discretion and PremiumSoft will not be responsible any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.  PremiumSoft may also terminate your account upon prior notice via email to the address associated with your account if (a) your account has been inactive for one (1) year; or (b) there is a general discontinuance or material modification to the Service or any part thereof.  Any such termination or suspension shall be made by PremiumSoft in its sole discretion and PremiumSoft will not be responsible for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.  In the sole discretion of PremiumSoft, it may refund any pre-paid fees by you on a pro rata basis.

Effect of Termination

Upon termination of your Account you will lose all access to the Service and any portions thereof, including, but not limited to, your account, email account, and contents associated with the Service.  In addition, after a period of your inactive use, PremiumSoft will delete information and data stored in or as a part of your account.  Any individual components of the Service that you may have used subject to separate software license agreements will also be terminated in accordance with those license agreements.

Beta Version

For the purpose of improving the Service and/or the Software and collecting feedbacks, PremiumSoft may choose to offer new and/or updated features of the Service and/or Software (the “Beta Version”) for your participation.  By agreeing to participate in using the Beta Version, you understand and agree that your participation is voluntary and your participation does not create a legal partnership, agency, or employment relationship between you and PremiumSoft, and PremiumSoft is not obligated to provide you with any Beta Version.  PremiumSoft may make such Beta Version available to the participants (whether selected or to the public) through online registration or enrollment via the Service.  You understand and agree that PremiumSoft may collect and use certain information from your account, devices and peripherals in order to determine your suitability to participate in using the Beta Version.  You understand that once you have participated in using the Beta Version, you may not be able to revert back to the earlier non-beta version with regards to certain features.   Your use of the Beta Version is governed by this agreement and any additional license terms that may separately accompany the Beta Version.  The Beta Version is provided on an “AS IS” and “AS AVAILABLE” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto.  PremiumSoft strongly encourages you to backup all data and information on your device and any peripherals prior to participating in using the Beta Version.  You expressly acknowledge and agree that all use of the Beta Version is at your sole risk. 
You assume all risks and all costs in association with your use of Beta Version including but not limited to any internet access fee, backup fees, and so on. You are solely responsible for any costs incurred for the use of the Beta Version in your device and peripherals, and any damage to any equipment, software, information, contents or date.  PremiumSoft may or may not provide you with technical and/or other support for the Beta Version.  PremiumSoft reserves the right to modify the terms, conditions or policies of the use of Beta Version (including ceasing the Beta Version) at any time with or without notice, and may revoke your participation in using the Beta Version at any time.  You acknowledge that PremiumSoft has no obligation to provide a commercial version of the Beta Version or its associated features, and that should such a commercial version be made available, it may have features or functionality different than that contained in the Beta Version.  You agree that PremiumSoft will be free to use any feedback you provide for any purpose.

Governing Law

This agreement shall be construed in accordance with the applicable laws of Hong Kong. The Courts at Hong Kong shall have non-exclusive jurisdiction in any proceedings arising out of this agreement.

General Provisions

Entire Agreement.  Unless otherwise specified herein, these Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and PremiumSoft with respect to the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and PremiumSoft with respect to the Service.  If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.  The failure of PremiumSoft to act with respect to a breach by you or others does not waive PremiumSoft's right to act with respect to subsequent or similar breaches.  PremiumSoft's failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. The section headings contained in these Terms of Use are included for convenience only and shall not limit or otherwise affect the terms of these Terms of Use.

No Agency.  PremiumSoft and Customer are not legal partners or agents, but are independent contractors. 
        
Force Majeure.  Except for payment obligations, neither PremiumSoft nor you shall be liable for inadequate performance or non-performance of the obligations in this Terms of Use to the extent caused by a condition that was beyond the party's reasonable control including but not limited to natural disaster, act of war or terrorism, riot, labor condition, governmental requirements or actions, inability of PremiumSoft’s service providers to enable PremiumSoft to perform the Service and Internet disturbance.  In the event of occurrence of force majeure, neither party shall be considered to be in breach of any terms herein.  Both parties shall discharge its respective obligations or responsible in this agreement. 

Last updated: 2nd May 2014