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ShellBooks Accounting

Terms of Service

Date Last Revised: 24 July 2014

BrandRock Software have the philosophy that our success depends on your success. To ensure our mutual success, we offer the following terms for the use of our services.

By accessing and using the ShellBooks Accounting Online Services ("Online Services"), you agree to the terms and conditions provided in this Terms of Service including all applicable Addendums for specific service offerings ("TOS") and the policies and guidelines provided herein. This ToS constitutes an agreement between BrandRock Software ("BrandRock", "we", "us", or "our") and you, as an individual, or the entity you represent. You represent that you are legally able to enter into agreements, that you are of legal age to do so, and if you are accepting this ToS on behalf of an entity, such as your company, you have all rights and authority to legally bind such entity. You further affirm that you are over the age of 18 years. ShellBooks Accounting reserves the right to modify the ToS from time to time.

1. Online Services

Online Services means the ShellBooks Accounting services and products provided by BrandRock Software to you under this ToS.

2. Confidentiality

You are responsible for maintaining the confidentiality of the combination of your account username (email address) and password, and you acknowledge and agree that you, and not BrandRock Software, are responsible for all activities that occur under your account. You agree to immediately notify BrandRock Software of any unauthorized use of your BrandRock Software account, username or password.

3. Use of the Online Services

A. Security. You are responsible for using reasonable security precautions to maintain appropriate security and protection of all of your Customer Data. To prevent unauthorized access, you should, for example, ensure your PC is clean of any viruses, keyloggers and trojans, and connect to the service using HTTPS protocol only.

B. Customer Data Preservation. You are responsible for the preservation of all of your Customer Data. Whilst BrandRock endeavor to make backups of your data every 12 hours, you, and not BrandRock Software, are responsible for backing-up Customer Data and any other content that you use with the Online Services. Best practices include routine archiving of Customer Data. BrandRock Software is not obligated to retain any Customer Data after the termination of your access to the Online Services for any reason.

4. Restrictions

You shall use the Online Services only for purposes that are legal, proper and in accordance with the ToS. Furthermore, you agree that you will not engage in any activity that interferes with or disrupts the Online Services, servers or networks connected to the Online Services.

You shall not: (i) access and/or use the Online Services if you are a direct competitor of BrandRock Software, for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes, including in order to design, create or build a service or product that is competitive with the Online Services, or which uses ideas, features or functions that are similar to the Online Services; (ii) sell, resell, rent, lease, offer any time-sharing arrangement, service bureau or any service based upon the Online Services on a stand-alone basis (for the avoidance of doubt, this subsection shall not be deemed to preclude you from offering services that use and rely upon the Online Services where your other products or services add substantial value as compared to the Online Services alone); (iii) interfere with or disrupt the integrity or performance of the Online Services; (iv) attempt to gain unauthorized access to the Online Services or any associated systems or networks; or (v) modify or make derivative works based upon the Online Services or any part thereof, or directly or indirectly disassemble, decompile, or otherwise reverse engineer the Online Services or any portion thereof.

5. Suspension or Termination of Services

We reserve the right to suspend or terminate your access to the Online Services if we determine (in our sole discretion) that you are in violation of the ToS, or any applicable laws.

For example, we may suspend or terminate your access to the Online Services if your use of the Online Services: (i) poses a security risk to the Online Services or any third party, (ii) may be damaging to, or degrading of, BrandRock Software's network integrity, (iii) may subject us, our affiliates, or any third party to legal liability, or (iv) may be fraudulent.

We reserve the right to suspend or terminate your access to and use of the Online Services if you are delinquent on your account.

6. Fees, Billing and Demonstration Trials

For the use of the Online Services, you shall pay us the applicable fees and charges in U.S. Dollars by payment methods that we authorize.

All payments must be made without setoffs, counterclaims, deductions or withholdings. BrandRock Software shall not be responsible for any additional bank fees, interest charges, finance charges, over draft charges, or other fees resulting from charges billed by BrandRock Software. If you choose to pay by credit card, currency exchange settlements shall be based on agreements between you and the provider of your credit card.

All amounts payable to BrandRock Software for Online Services are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, whether based on gross revenue, the delivery, sale or use of the Online Services or otherwise arising out of the execution or performance of this ToS, and including without limitation, all sales, use, excise, import or export, value added, governmental permit fees, license fees, and customs; provided, however, that you shall have no liability for any net income, net worth or franchise taxes assessed on BrandRock Software.

BrandRock Software reserves the right to change its fees and charges for the Online Services at any time. Any such changes will be effective when such changes are posted on the ShellBooks website, unless we indicate otherwise. Similarly, we may introduce pricing and charges for new products, features or services at any time by posting on the ShellBooks website.

7. No refunds

All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.

8. Your cancellation of Online Services

You may terminate your use of the Online Services at any time by following the procedures below: As soon as you delete your account in the Un-subscribe process, you will lose all Customer Data. As a reminder, you are responsible for backing up all Customer Data you use with the Online Services. Termination of the Online Services by you will not alter your obligations to pay all charges due to BrandRock Software.

9. Support Services

Basic support is included with your BrandRock Software Online Service, which provides for support assistance if you are experiencing problems with your Online Service via email.

10. Modifications to and Discontinuation of Online Services:

A. Online Services. We may modify or discontinue the Online Services including adding, removing or changing features or functionality of the Online Services from time to time. We will make information available regarding any material change to or discontinuation of the Online Services.

B. New Applications. We may make new applications, tools, features or functionality available from time to time through the Online Services, the use of which may be contingent upon your agreement to additional terms.

11. Intellectual Property Rights

The Online Services, including all Intellectual Property Rights therein and thereto, and any modification thereof, are and shall remain the exclusive property of BrandRock Software and its licensors. You shall not take any action that jeopardizes BrandRock Software’s or its licensors’ proprietary rights or acquires any right in the Online Services or BrandRock Software’s Confidential Information, except the limited rights expressly granted in this ToS. “Intellectual Property Rights” means any and all (by whatever name or term known or designated) tangible and intangible and now known or hereafter existing (i) rights associated with works of authorship throughout the universe, including, but not limited to, all exclusive exploitation rights, copyrights, neighboring rights, moral rights and mask-works, (ii) trademark, trade dress, and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property and proprietary rights (of every kind and nature throughout the universe and however designated), whether arising by operation of law, contract, license or otherwise, and (vi) all registrations, applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force throughout the universe.

You hereby grant to BrandRock Software a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Online Services any suggestions, enhancement requests, recommendations or other feedback related to the Online Service ToS provided by you to BrandRock Software.

12. Indemnification

You agree to hold harmless and indemnify BrandRock Software, and its subsidiaries, affiliates, officers, agents, and employees, advertisers or partners, from and against any third party claim arising from or in any way related to Customer Data, your use of the Online Services, or violation of these ToS, or any other actions connected with your use of the Online Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, settlements, litigation costs and reasonable attorney's fees, of every kind and nature. In such a case, BrandRock Software will provide you with written notice of such claim, suit or action and reasonable assistance at your cost.

13. Disclaimer of warranties

You expressly understand and agree that your use of the online services is at your sole risk. Online services are provided on an “as is” and “as available” basis. Any use of the online services is done at your own risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from using the online services. BrandRock Software makes no, and hereby expressly disclaims (to the greatest extent permissible under applicable law) all warranties, express, implied or otherwise, arising from course of dealing or usage of trade, or statute, as to the online services or any matter whatsoever. In particular, any and all warranties of merchantability, fitness for a particular purpose and non-infringement are expressly excluded. BrandRock Software does not warrant that the operation of the online services will be completely secure, error free or uninterrupted, or that all errors will be corrected. You assume all risk of delays or interruptions in access to or use of the online services resulting from use of the Internet and/or telecommunications to access the online services, and BrandRock Software shall have no liability for any such delays or interruption.

14. Limitation of liability

Under no circumstances shall BrandRock Software or its affiliates be liable for any special, indirect, incidental, exemplary or consequential damages of any kind or nature whatsoever, or for cost of procurement of substitute services, arising out of or in any way related to this ToS or the online services. Such limitation on damages includes, but is not limited to, lost goodwill, lost profits, loss of data or software or work stoppage, regardless of the legal theory on which the claim is brought, even if BrandRock Software has been advised of the possibility of such damage or if such damage could have been reasonably foreseen, and notwithstanding any failure of essential purpose of any exclusive remedy provided in this ToS. BrandRock Software’s maximum liability for any damages arising out of or related to this ToS or the online services, whether based on contract, warranty, tort (including negligence), strict liability or otherwise, shall be limited to the amount you paid to BrandRock Software directly attributable to the BrandRock Software online service provided under this ToS during the twelve (12) months immediately preceding the first event giving rise to liability under this ToS. BrandRock Software shall have no liability or responsibility for any customer data or third party software. The foregoing limitation of liability is independent of, and shall not be deemed to modify BrandRock Software’s obligation under any exclusive remedies for breach of warranty set forth in this ToS.

15. Notices

A. Notices to You. Notices by BrandRock Software may be given to you under this ToS in any of the following manners: a) by sending notices to your email address registered with your BrandRock Software account; or b) posting such notices on the BrandRock Software website. Notices will be effective upon posting or when sent, as applicable.

B. Notices to Us. Notices by you to BrandRock Software must be given in either of the following manners: a) by overnight courier, personal delivery, or registered or certified mail to: BrandRock Software, PO Box 541, Betty's Bay, Western Cape, South Africa 7141. Notices are effective 3 business days after being sent.

16. Nature of Relationship

The Terms of Service do not create or imply any partnership, agency or joint venture between you and BrandRock Software.

17. Entire Agreement

This ToS, and including any policies or amendments that may be presented to you from time to time constitute the entire agreement between you and BrandRock Software and shall govern your use of the Online Services, including any prior (written or verbal) offers and statements.

18. Governing Law

The Terms of Service and the relationship between you and BrandRock Software, solely relating to the delivery and use of the Online Services, shall be governed by the laws of the Republic of South Africa without regard to its conflict of law provisions. You and BrandRock Software agree to submit to the personal and exclusive jurisdiction of the courts located within Cape Town, South Africa.