Terms and Conditions

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IMPORTANT — PLEASE READ CAREFULLY

It is important that you read the following Terms of Service carefully before accessing the Abacus Sync website www.AbacusSync.com (the “Site”) or otherwise using any services offered by Abacus (the “Services”), whether accessed by you on the Site or via your mobile phone or by any other device (the “Device”).

These Terms of Service describe your rights and obligations towards Abacus Data Systems, Inc., Toffa International Limited and its affiliates and subsidiaries (individually and collectively or “we” or “our”). Any reference to "you" and "yours" refers to you, the user of Abacus Services.

Acceptance of Terms
By clicking the ACCEPT button, accessing the Site or by using any Abacus Service you agree to be bound by these Terms of Service including Abacus Privacy Policy, the specific terms and conditions and other policies (“Terms of Service”). If you do not agree to be bound by these Terms of Service, you may not access or use the Site and must leave immediately. Abacus may revise the Terms of Service from time to time. Your continued use of the Services is regarded as an irrevocable acceptance of such revisions. The most current version of the Terms of Service can be reviewed by clicking on the “Terms & Conditions” hypertext link located at the bottom of the Site.

Additional Terms
Any products or services which Abacus makes available to you on or via the Site may be subject to additional terms and conditions (“Additional Terms”). To the extent that there is any direct inconsistency between the terms contained in these Terms of Service and such Additional Terms, the Additional Terms will control.

Abacus Services License
Abacus grants you a limited license to use Abacus Services subject to your payment of the required license fees.

Usernames and Password
You agree to provide true, accurate, current and complete information in all fields indicated as mandatory when registering for the Abacus Services, as well as any additional information provided or any amendments made by you. As part of Registration process you will choose a password (“Password”) required for access to and use of the Abacus Services. You are responsible for all actions that take place as a result of access to or use of the Abacus Services via your Password and/or Device independently of whether the access was made by yourself or by a third party using your Password and/or Device. It is your responsibility to ensure the security of your Password and the Device that you use to access the Abacus Services. A breach of these Terms of Service by anyone who has used, or who through no fault of Abacus retains access to, your Password or your Device will be treated as a breach by you.

In the event that your Password becomes known to any unauthorized user you must immediately notify us of such failure or error. We reserve the right to change your Password and account name at any time in our sole and absolute discretion. You agree to notify us immediately of any changes to or mistakes in your registration details by amending them on the Site.

Any person able to provide your Username and Password shall be deemed to be authorized by you to receive information about and make changes to your account, including charges of your account, and addition or deletion of accounts.

Use of Abacus Services
You agree to use the Abacus Services in strict compliance with the instructions on the Site, these Terms of Service and the Additional Terms (if any). We grant you a non-exclusive, non-transferable right to view and use the Abacus Services and the Content (as defined in the following) via your Device for and subject to your strict compliance with these Terms of Service. All copyright, trademarks, patents and other intellectual property rights in any material or content (including without limitation software, data, applications, information, text, photographs, music, sound, videos, graphics, logos, symbols, artwork and other material or moving images) contained in or accessible via the Abacus Services ("Content") is either owned by Abacus or Toffa or has been licensed to Abacus by the rights owner(s) for use as part of Abacus Services. If you wish to use the Content in any other way, you must first obtain the written permission of the owner of the rights to that material. All rights are expressly reserved.

Abacus Sync reserves the right at all times to disclose any information as Abacus 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 Abacus’ sole discretion.

No Unlawful or Prohibited Use
You expressly acknowledge and agree to use any Abacus Service solely for lawful purposes. In this respect you may not, without limitation use any Abacus Service in any manner that could damage, disable, overburden, or impair any Abacus server, or the network(s) connected to any Abacus server, or interfere with any other party's use and enjoyment of Abacus Services. You may not attempt to gain unauthorized access to Abacus Services, other accounts, computer systems or networks connected to any Abacus server, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through Abacus Services.

Limited Liability and Remedy
You agree that regardless of the form of any claim, the liability of Abacus and Toffa, the developers, copyright holders, and all persons associated with the sale and support of the Product (Vendors) shall not exceed the fee paid for the Service for the most recent period. In no event shall the Vendors be responsible for any direct or indirect loss. You agree that the displays and reports of your data may contain errors for which you are solely responsible. You agree to have a current backup of your data prior to asking for technical support.

Abacus Services Availability

Warranties
Abacus does not make any express warranty regarding the Abacus Services and disclaim any implied warranty, including any warranty of merchantability, satisfactory quality, or fitness for a particular purpose.

We do not authorize anyone to make any warranty on our behalf and you should not rely on any such statement. This paragraph shall survive termination of the Terms of Service.

Suspension and interruption
Abacus is entitled, without any liability, to refuse, restrict, limit, suspend and/or interfere or interrupt Abacus Services or any part thereof, without any notice to you for the repair, improvement, and/or upgrade of the Abacus Services or for any of the reasons for termination set forth below in these Terms of Service. In addition, at any time Abacus may prevent use of Abacus Services for any reason.

Change of technical features
Abacus may change the technical features of Abacus Services in order to keep pace with the latest demands and technological developments, at its own discretion and without any notice to you.

Miscellaneous

Unauthorized Use/Stolen Device
If your Device is stolen or if you become aware of unauthorized use of Abacus Services you must notify us immediately to suspend your Abacus Services.

Assignment
We may assign all or part of the Terms of Service without such assignment being considered change to the Terms of Service, and without notice to you. We are then released from all liability. You may not assign the Terms of Service without our prior written approval.

Applicable law and competent court
The Terms of Service shall be governed by and construed in accordance with the laws of California without giving effect to any conflict of laws provisions. Any legal proceedings arising out of or relating to Agreement will be exclusively subject to the jurisdiction of the courts located in the County of San Diego, California.

Entire Agreement
These general Terms of Service represent the entire agreement between you and us and supersedes all prior offers, contracts, agreements and representations. The Terms of Service supersede all promises made to you by our client services agents, representatives or employees. If any part of the Terms of Service is found invalid, the balance remains enforceable.

Section Titles
The section titles of these Terms of Service are displayed for convenience only and have no legal effect.

Comments and Violation Reports
Please send any questions or comments, or report violations of the User Agreement to:

Abacus Data Systems, Inc.
9191 Towne Centre Dr. Suite 180
San Diego, CA 92122
sales@abacuslaw.com
800-726-3339

Updated: 16 June 2011.