Dragonfly Books

Terms and Conditions

BY COMPLETING THE ACCOUNT APPLICATION PROCESS, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE. YOUR CONTINUED USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. GBS reserves the right to terminate this Agreement for any reason or no reason. GBS reserves the right to refuse service to anyone.

Service Usage Policy
Under this Agreement, Customer shall comply with GBS's then current Service Usage Policy, located on our website at http://www.Guardian Book System/LegalServiceUsage.asp.

Member Content
Member Content will include content uploaded to, submitted to, stored on or disseminated by Customer via the Services. Customer shall be solely responsible for the maintenance of Member Content.

Corrective Action
GBS may take corrective action with or without notice, including removal of all or a portion of the Member Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Customer of this Agreement, violation of our Service Usage Policy, non-payment, or chargebacks. Customer agrees that GBS shall have no liability to Member due to any Corrective Action that GBS may take. Customer also agrees that GBS will not provide any refunds of any fees paid by Member prior to Corrective Action.

In the event of Corrective Action against Internet Abuse, GBS will charge the customer a $500.00 clean up fee.

Policy Amendments and Modifications
GBS may amend or modify this Agreement or the Service Usage Policy at any time in its sole discretion. Customer shall be bound by any such modification. GBS may, but is under no obligation to, provide notice of any modification of this Agreement or the Service Usage Policy. Any modification is effective upon posting on GBS's website. If you continue to use the Services following effectiveness of the modification, your continued use will mean that you have accepted that modification.

Service Modifications
GBS reserves the right to amend its service offerings and add, delete, suspend, or modify the Services at any time, and to determine whether and when any such changes apply to both existing and future customers.

Term and Termination
Services will commence when GBS sends an account established notification email to Customer and continue unitl the Agreement is terminated by either party.

Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events:
(i) the other party fails to pay when due any amounts required to be paid under this Agreement;
(ii) the other party breaches any material term or provision of this Agreement and/or the Service Usage Policy;
(iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party's assets.

GBS may terminate this Agreement,
(i) if the Services are prohibited by applicable law,
(ii) if the Services become impractical or unfeasible for any technical, legal, or regulatory reason,
(iii) as part of Corrective Action,
(iv) for any reason or no reason.

If GBS terminates this Agreement or Customer cancels this Agreement prior to the end of a Billing Period, GBS will refund to Customer any Service Fees paid in advance of termination. Customer agrees that they are obligated to pay all Service Fees and charges accrued prior to the effective termination date.

Fees, Taxes, and Payment
Services are provided on a post-pay basis. Customer will pay to GBS the Service Fees in accordance with GBS's fee schedule as posted on the Guardian Book System website. All fees are fully earned when due and non-refundable when paid. All payments shall be made in Canadian Currency. If any credit card is declined for any reason, GBS will charge the Customer an additional $1.00 service charge every time the card is declined. In the case of a chargeback, GBS will immediately suspend the site until the matter is resolved and GBS will bill Customer $50.00 per credit card chargeback received.

If any invoice is not paid within 30 days of due, GBS will impose an interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law , whichever is less. If payment is not made ten (10) calendar days after payment is due, GBS will charge Customer a late fee of $15. In the event that any amount due GBS is not paid after twenty (20) calendar days after payment is due, GBS may immediately terminate this Agreement, or withhold or suspend Services, in its sole discretion.

The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder. If applicable, all taxes will be paid by the Customer.

GBS may, with 15 days notice to Customer, amend the Service Fee schedule.

Special Signup Promotions
GBS may from time to time, at its sole discretion, offer special limited time promotions for new account signups. Customer acknowledges that these promotions are a one time special. Customer also acknowledges that any currently running promotions are not retroactive and do not apply to accounts that have been signed up previously at a time when the current promotion was not offered.

Account Reactivation
There is a $30 charge to reactivate accounts that have been suspended or terminated. GBS in its sole discretion can decide to reactivate or not to reactivate a particular account.

Hardware and Software
Customers are responsible for and must provide all phones, phone and Internet connectivity services, computers, software, hardware, and other services necessary to access GBS servers and Services. GBS makes no representations, warranties, or assurances that customer's equipment will be compatible with GBS Services.

CPU Usage
Customer agrees that they will not use excessive amounts of CPU processing on any of GBS's servers. Any violation of this policy may result in corrective action by GBS, which may be taken in GBS's sole discretion with or without notice.

Customer Representations and Warranties
Customer represents and warrants to GBS that during the Term that Customer owns, is a valid licensee, or has the right to use the Member Content, including all text, graphics, and code, and the use, reproduction, distribution and transmission of the Member Content and any information and materials contained therein does not, and will not,
(i) infringe any copyright, trademark, or any other proprietary right of a third party,
(ii) violate any criminal laws and will only be used for lawful purposes,
(iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation, or
(iv) contain and will at all times remain free of computer viruses, worms, trojan horses, and other malicious code.

Government Regulations
Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated items or information to anyone outside Canada in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the Canada government and any country or organization of nations within whose jurisdiction Customer operates or does business.

License to GBS
Customer grants GBS the royalty-free, non-exclusive, worldwide right and license to reproduce, copy, use and distribute Member Content and to make archival or backup copies of the Member Content solely to provide and operate the Services. GBS acknowledges that they are not acquiring any right, title or interest in or to the Member Content, all of which shall remain solely with the Customer.

GBS Intellectual Property
GBS grants to Customer a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable GBS Technology solely for the purpose of accessing and using the Services. Customer may not use the GBS Technology for any purpose other than accessing and using the Services. Except for the rights expressly granted herein, this Agreement does not transfer from GBS to Customer any GBS Technology, and all rights, titles and interests in and to the GBS Technology shall remain solely with GBS. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any of the GBS Technology. GBS's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of GBS. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of GBS.

Any feedback, data, answers, questions, comments, suggestions, idea or the like which Customer sends to GBS relating to the Services will be treated as being non-confidential and non-proprietary. GBS may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.

Disclaimer of Warranty
Customer agrees to use all Services and any information obtained through or from GBS, at Customer's own risk. Customer acknowledges and agrees that GBS exercises no control over, and accepts no responsibility for, the content of the information passing through GBS's host computers, network, or the Internet. THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NONE OF GBS, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE ("GBS PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT GBS PROVIDES. NO GBS PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. GBS IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S USERS VIA THE SERVICES PROVIDED BY GBS. NO ADVICE OR WRITTEN INFORMATION GIVEN BY ANY GBS PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.

Indemnification
Customer agrees to indemnify, defend and hold harmless GBS and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents ("Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings, and expenses (including attorney fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to
(i) Customer's use of the Services,
(ii) any violation by Customer of the Service Usage Policy,
(iii) any breach of any representation, warranty, or covenant of Customer contained in this Agreement, or
(iv) any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.

Limitation of Liability
Customer agrees that no GBS Person, under any circumstances, shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to GBS at the time) which may exist in the Services or GBS's equipment used to provide the Services.

Under no circumstances, including negligence, shall any GBS Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its users, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if GBS has been advised of the possibility of such damages.

No GBS Person shall be liable to Customer, any of its users, or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to GBS's records, programs, equipment, or services.

IN NO EVENT WILL GBS'S LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE ACTUAL SERVICE FEES PAID TO GBS BY CUSTOMER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

GBS CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. GBS WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.

Customer understands, acknowledges and agrees that if GBS takes any corrective action under this Agreement because of an action of Customer or its website users, Customer agrees that GBS shall have no liability to Customer due to such corrective action by GBS.

The terms of this section shall survive any termination of this Agreement.

Force Majeure Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, acts of government or other legal order, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

Governing Law, Jurisdiction, and Arbitration
This Agreement shall be governed in all respects by British Columbia law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in British Columbia. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the Canadian Arbitration Association ("CAA") in accordance with its then existing Commercial Arbitration Rules ("CAA Rules") and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be Victoria, British Columbia, or any other place selected by mutual agreement of the parties. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in personam jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs and reasonable attorney's fees. The terms of this section shall survive any termination of this Agreement.

Independent Contractor
GBS and Customer are independent contractors and nothing contained in the Agreement places GBS and Customer in the relationship of principal and agent, partner or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party.

Assignment and Successors
Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of GBS. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. GBS may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Entire Agreement and Severability
This Agreement represents the entire agreement between the parties, and supercedes all previous agreements.

All rights and restrictions contained in the Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

Customer hereby represents that they are either, an individual entering this Agreement for their personal use and is of legal age to execute this Agreement, or a corporation, limited partnership or other legal entity, validly existing under the laws of the state of its organization and the person acting on behalf of Customer is authorized to execute this Agreement on behalf of Customer.