as of 06/28/2010

1. INTRODUCTION

1.1.

These Terms of Use Agreement (“Terms”) shall be concluded between you, as user (whether a natural person or a business entity or other organisation) and Scarab Research Inc.

1.2.

Please carefully read these Terms, since by using the site (scarabresearch.com) or any of its sub-domains (“Site”), you (either on behalf yourself as an individual or on behalfof an entity as its authorised representative) shall submit yourself to the terms and conditions of these Terms.

1.3.

By accepting these Terms, you warrant and represent that all information provided by you in connection with your registration for and use of the Services is true and accurate, you have full power and authority to enter into and perform your obligations under these Terms, and entering into these Terms is not a breach of or contrary to any other agreement or arrangement entered into by you, your site(s) and their content do not infringe any intellectual property rights of any third party, violate any applicable law, statute, ordinance, or regulation.

1.4.

If you do not accept these Terms or any terms and conditions thereof, then you are not authorized to access or use this site.

1.5.

We reserve the right to change or modify these Terms at any time by posting such change or modification on this page. Should you not agree to any such amendments, you are not authorized to any further use of the Site or the Services.

1.6.

These Terms apply to the use of the Site and of the following services available through the Site: “Scarab Cloud”. This service analyses the data uploaded by the user and provides personalised offerings/recommendations. Scarab Cloud runs as a software-as-a- service and no software is required to be installed at the users’ operating environment. We may discontinue Services (subject to the terms regarding termination of services as set out below) or include additional Services from time to time in our sole discretion.

1.7.

Please read our Privacy Policy (http://www.scarabresearch.com/privacy/).

1.8.

Please print copies of these Terms and our Privacy Policy for your records.

2. DEFINITIONS

2.1.

“CONFIDENTIAL INFORMATION” means these Terms, including all of its terms and conditions, and all its Annexes, any addenda hereto, all software listings, documentation, information, data, drawings, benchmark tests, specifications, trade secrets, object code and machine-readable copies of the Software, source code relating to the Software, and any other proprietary information supplied to User by Developer, or by User to Developer and clearly marked as “confidential information”, including all items defined as “confidential information” in any other agreement between User and Developer whether executed prior to or after the date of this agreement.

2.2.

“DOCUMENTATION” means any on-line help files, instruction manuals, operating instructions, user manuals, and specifications to be accessed at the below link: https://dropbox.scarabresearch.com/manual/

2.3.

“MATERIAL” means all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code, including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such content, contained on the Site is owned, controlled or licensed by or to us, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.

2.4.

“TERMS“ mean the content, terms and conditions of the present document.

2.5.

“USE” means any use, including, but not limited to the loading, utilization, storage or display of the Site, Services or Material by you.

3. LICENSE

3.1.

Under terms and conditions set out in these Terms, and subject always to the timely payment of any applicable fees, we hereby grant to you during the Term, a non-exclusive and non-transferable, worldwide license to use the Services and use the documentation in connection with the Services. The Services may only be used through the Site.

3.2.

This license transfers to you neither title nor any proprietary or intellectual property rights to the Services, or any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein.

4. RESTRICTIONS OF USE

4.1.

Any unlawful conduct in relation to the Site, Services or Material or any conduct not authorized by these Terms is prohibited, including, but not limited to the conducts as follows:

4.1.1.

The use of any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, access, acquisition, copy or monitoring any portion of the Site or any Material, or reproduction or circumvention of the navigational structure or presentation of the Site or any Material, obtaining or attempt to obtain any materials, documents or information through any means not purposely made available through the Site.

4.1.2.

Unauthorized access to the Site by hacking, password “mining” or any other illegitimate means, or any other systems or networks connected to the Site or to any server, or to any of the Services offered by us.

4.1.3.

Scanning or testing the vulnerability of the Site or any network connected to the Site, breach of the security or authentication measures on the Site or any network connected to the Site.

4.1.4.

Reverse look-up, tracing any information on any other user of or visitor to the Site, or any other customer, exploiting the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information.

4.1.5.

Any action imposing excessive load on our systems, using devices to interfere with the Site or any transaction on the Site.

4.2.

All rights not expressly granted herein are reserved by Scarab Research Inc. Except as expressly provided in these Terms, no part of the Site and no Material may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, web site or other medium for publication or distribution or for any commercial enterprise, without our express prior written consent.

5. NO GOVERNMENTAL USE

5.1.

These Terms do not apply to Use by any government agencies or administrative bodies of any countries, and such users are not authorized to access or use the Site or the Services.

6. LICENSE FEE, PAYMENT

6.1.

Upon your acceptance of these Terms, or following the expiry of any trial periods granted by us for the use of our Services, in consideration of the use of the Services and of any additional or adjacent services provided by us, you shall pay the license fees as set out in our offers from time to time on the Site. In each case, you will be informed that the (further) use of the Services requires you to pay license fees to us.

6.2.

Payment of fees shall be made in accordance with the relevant terms and conditions set out by us from time to time.

7. SECURITY

7.1.

Services may require you to register or open an account. It is your sole responsibility to keep the information you hold for your account as confidential, including your password, and you are solely responsible for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You shall immediately notify us of any unauthorized use of your account or password, or any other breach of security. You shall be liable for losses incurred by us or any other user of or visitor to the Site due to any unauthorized use of your confidential information, password or account as a result of your failing to keep your account information secure and confidential.

7.2.

The use of third persons’ account without the express permission and consent of the holder of such account is prohibited. We expressly exclude our liability for any loss or damage arising from your failure to comply with these obligations.

8. COPYRIGHT, TRADEMARKS

8.1.

The Site and the Material is protected by copyright, trademark, trade dress and other intellectual property rights. You may only use the Site, Material and Service in full compliance with our rights. The Site and Material may not be downloaded for duplication, reproduction, publication, posting, transmission, or distribution, in whole or in part, for any purpose other than individual viewing, without our prior explicit written consent. Altering the Site and Material for any purpose will constitute a violation of copyrights and other rights.

8.2.

Our trademarks include, without limitation, the following: Scarab Resarch logo, Scarab Cloud. Any content copied, downloaded or printed from the Site must retain all copyright, trademark and other notices of proprietary rights. You agree not to copy, display or otherwise use any of our trademarks (except incidentally to your use of the Service) without our prior written permission. Notwithstanding the foregoing, our trademarks may not be used in any manner likely to cause confusion, disparage or dilute these marks and/or in connection with any product or service that is not authorized or sponsored by us.

8.3.

The Site and the Material and any third party content used by permission, are copyright 2010-, Scarab Research Inc. All rights reserved.

9. AVAILABILITY, CANCELLATION, REFUND

9.1.

The Site and the Services may be subject to shut-downs and failures in operation. We shall not be liable to you or any third parties for any shut-downs or failures in operation unless any such shut-down or failure exceeds 72 hours.

9.2.

In the case of any shut-down or failure of the Site or Services exceed 72 hours, you shall be entitled to request a proportionate refund of your payments. Any such request shall be investigated by us and all justified requests for refund shall be complied with.

9.3.

You are not obliged by any long term commitment in which you must continue to use the Services. You may cancel your license granted by us at any time for any reason in accordance with the guidelines displayed on the Site. In the case of any such cancellation, we will refund you any license fees paid by you in advance for the period starting with the first day of month following the calendar month in which you cancelled your license. No refund is granted in relation to the month in which you cancel your license for the Services.

9.4.

Subject to the refunds due to non-availability or cancellation as set out in this clause 9, no payments by you made under these Terms for the use of the Site or the Services shall be refunded.

10. DISCLAIMER, LIMITATIONS

DISCLAIMER. UNLESS EXPRESSLY INDICATED IN THESE TERMS, WE HAVE MADE AND MAKE NO WARRANTIES TO YOU, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO THE SITE OR SERVICES, OR ANY MATERIALS FURNISHED OR PROVIDED TO YOU UNDER THESE TERMS, INCLUDING MAINTENANCE AND SUPPORT. THE SITE, SERVICES AND MATERIAL IS PROVIDED TO YOU ’AS IS’ WITHOUT WARRANTY OF ANY KIND. WE SPECIFICALLY DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SITE, SERVICES AND MATERIAL, AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING. LIMITATION OF LIABILITY. IN NO EVENT WILL WE BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE SITE, SERVICES AND MATERIAL, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, WE WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW.
You shall indemnify and hold us harmless from and against any costs, losses, liabilities and expenses (including reasonable attorney’s fees) arising out of third party claims related to your use of the Site, Services and Material under these Terms.

11. BREACH OF TERMS

11.1.1.

We shall be entitled to, in our sole discretion and without prior notice, terminate your access to the Site or Services and claim you to recover our damages, if you breached these Terms or other agreements or guidelines which may be associated with your use of the Site.

11.1.2.

we are requested to act so by law enforcement or other governmentagencies.

11.1.3.

you request us to terminate your access.

11.1.4.

we discontinue or materially amend the Site or any Services.

11.1.5.

any unexpected technical issues or problems occur.

12. TERM, TERMINATION

12.2.

These Terms shall commence on the date of their acceptance by you.

12.2.

These Terms shall terminate:

12.2.1.

any breach by you of these Terms; or

12.2.2.

the termination of these Terms by us, with or without cause; Promptly upon termination for any reason you shall destroy all Material and Confidential Information in your possession or under your control.

13. MISCELLANEOUS

13.1. Information.

We have implemented technical safeguards and procedures to protect communications with the Site and Services including communication of Material and any information provided by you. In addition, we will only disclose Material and any information provided by you in accordance with instructions provided by you through the registration and the use of the Site and Services and as otherwise provided in the Privacy Policy. Notwithstanding the foregoing, the security of communications sent over the internet (including by e-mail) is subject to many factors outside of our control and, as a result, we shall not guarantee the security or privacy of any such communication.

13.2. No Support.

We are not obliged under these Terms to provide any support to you, such support may only be available under separate agreement and is not included in these Terms.

13.3. Trade regulations.

User understands that the import or export of any Material and the use of the Site and Services may be regulated by some governments. User accepts sole responsibility to ensure that its use of the Site and Services complies with any relevant laws.

13.4. Confidentiality.

Each party acknowledges that the Confidential Information constitutes valuable trade secrets and each party agrees that it shall use Confidential Information solely in accordance with the provisions of these Terms and will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party’s prior written consent. We reserve the right at all times to disclose any Confidential Information that is necessary to comply with any applicable law, regulation, legal process or governmental request.

13.5. Severability.

In the event of invalidity of any provision of these Terms, the parties agree that such invalidity shall not affect the validity of the remaining portions of these Terms.

13.6. Taxes.

Each Party shall pay all federal, state, dominion, provincial, or local sales, use, personal property, payroll, excise or other taxes, fees, or duties arising out of these Terms or the transactions contemplated by these Terms in its country of origin.

13.7. Governing Law, Venue.

These Terms will be construed and controlled by the laws of the United States of America and the State of Delaware without regard to conflicts of law statutes or regulations. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The Parties consent to the exclusive jurisdiction and venue in the courts of the State of Delaware. In any action or suit arising under or in connection with this agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys’ fees.

13.8. Assignment.

These Terms may not be assigned in whole or in part by User to any third party without our prior written consent. Any attempted assignment in violation of the foregoing will be void and of no effect. We shall be entitled to assign these Terms to any third party without your prior written approval. These Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

13.9. Entire Agreement.

Subject to the foregoing, these Terms constitutes the entire agreement between the parties with respect to the subject matter hereof and merges all prior and contemporaneous communications.

Should you NOT agree to the content of this document, please do not use the Site.