Terms of Use

These terms and conditions of use ("Terms of Use") apply exclusively to your access to and use of, the web sites at www.sayabit.com and their directly associated domains (the "Sites") which are operated by Sayagle, Inc. ("Company","we" or "us"), the mobile phone applications, the instant messaging application and the other services and content (e.g. widgets, feeds and applications), owned or operated by us (collectively, the "Services"). When using any of the Services, you will be subject to any additional posted guidelines or rules applicable to certain features, which may be posted from time to time (the "Guidelines"). All subscribers, customers, users and others who download, access, use, purchase and/or subscribe to the Services (collectively or individually, "you" or "User") are subject to the following Terms of Use.

PLEASE READ THIS PAGE CAREFULLY. IF YOU DO NOT ACCEPT THESE TERMS OF USE, YOU ARE NOT PERMITTED TO USE THE SERVICES. BY REGISTERING, ACCESSING, BROWSING AND/OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS OF USE.

Any use by you of the Services indicates your acceptance of and agreement to be bound by these Terms of Use including any future modifications hereto. We may amend or modify these Terms of Use at any time with notice provided on the Site and/or by notification to your last known email address or mobile phone number. Your continued use of the Services after the posting of any modifications or changes constitutes your binding acceptance of such changes.

Eligibility and Account Information

Use of the Services is void where prohibited. The Services are intended solely for users who are 13 years of age or older, and any use of or access to the Services by anyone under 13 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Services or the Sites, you represent and warrant that you are thirteen or older and that you agree to and to abide by all of the terms and conditions set forth in these Terms of Use.If you are 13 or older but under the age of 18, then you agree to review these Terms of Use with your parent or guardian to make sure that both you and your parent or guardian understand and agree to these Terms of Use and you agree to have your parent or guardian review and accept the Terms of Use on your behalf through the registration process. If you are a parent or guardian accepting these Terms of Use for the benefit of a child over 13, then you agree to and accept full responsibility for that child�s use of the Services, including all financial charges and legal liability that he or she may incur.

In consideration of your use of the Services, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms for the Services ("Account Information"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Account Information, and any other information you provide to the Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account. The Company reserves the right to deny your ability to register for any particular username at Company's sole discretion. Company also reserves the right to require you to change your username upon thirty (30) days prior notice to you.

User Information

When you register for the Services and during the course of your use of the Services, you may be asked to provide certain personally identifiable information about you, such as your name, e-mail address and similar information. All personally identifiable information you provide to us is protected under and subject to our Privacy Policy, as amended and in effect from time to time, which is published and available on the Sites.

We also gather and compile information and data about our Users and their usage of the Services on a collective basis and in a manner which does not disclose or reveal any personally identifiable information about individual Users. You understand, acknowledge and agree that we are the sole owners of all such aggregated, anonymous data for all purposes, and have the unrestricted right to use such data and to disclose or distribute such data to third parties as we deem appropriate so long as it does not contain personally identifiable information about our Users.

User Conduct

You are solely responsible for your use of the Services and any activities that occur under your account. You agree not to use the Services for any illegal, unlawful, inappropriate or unauthorized purpose or activity. You further agree not to threaten, abuse, solicit, spam, harass, stalk, impersonate or intimidate other Users and not to collect or store any location or other personal information about any Users that you obtain through the Services.

By using the Services, you agree that you will not:

• delete, modify, hack or attempt to change or alter any of the content or software in the Services;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Services;
• use any device, software or routine intended to damage or otherwise interfere with the proper functioning of the Services or servers or networks connected to the Services, or take any other action that interferes with other parties� use of the Services;
• use or attempt to use any automated tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Services other than with the search engine and search agents available from the Company through the Services or with other generally available third-party web browsers (e.g., Netscape Navigator, Microsoft Explorer, Firefox);
• use any of the Company�s names, service marks, or trademarks without our prior written consent, including without limitation as metatags, search engine keywords, or hidden text;
• use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret or other proprietary right of any party;
• upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage the operation of another�s computer or property of another through the Services;
• violate or attempt to violate the security, efficiency, reliability, or integrity of the Services or its content in any way;
• provide false Account Information or impersonate someone else through the Services by falsely stating or otherwise misrepresenting your name, your age or your affiliation with any person or entity;
• aggregate, copy or duplicate in any manner, or frame or link to, or sell, trade or otherwise distribute any of the Services for commercial purposes;
• publish, post, upload, distribute or disseminate any (i) inappropriate, profane, obscene, indecent or unlawful topic, name, material or information or (ii) any content that infringing the rights of any third party; to the Services; or
• defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of any third party with the Services.

Violations of system or network security may result in civil or criminal liability. The Company may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

Proprietary Rights

Sayabit, Sayagle, and any other product or service name or slogan contained in the Services are trademarks of the Company and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the Company or the applicable trademark holder. You may not use any name, trademark or product or service name of the Company without our prior written permission. The Sites and the Services are owned and operated by the Company.The contents of the Sites, including, but not limited to, its look and feel, text, graphics, icons, logos, buttons and images and any and all mobile device applications, and all other elements of the Services (collectively, the �Materials�) are protected under United States and foreign copyright, trade dress, patent, trademark and other lawsand may not be copied, imitated or used, in whole or in part, without our prior written permission.All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Sites or the Services ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of the Company. The Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you

Your Content

We may offer you the ability to upload files and documents to the Services ("Your Content"). You will retain all ownership of Your Content. We may delete any of Your Content stored on the Services if you do not log into your account for six (6) months, unless otherwise stated in any optional service plan you purchase from us. We may also offer you the ability to view and collect historical data related to your use of the Services. We will retain this historical information for a period of six (6) months, unless otherwise stated in any optional service plan you purchase from us. Your rights to subdomains hosting your files under the Services are limited to the specific subdomain for which you register, and subdomains under your subdomain may be given to other parties unless you purchase an optional service plan from us. However, no third party will have the right to view Your Content under your subdomain in any circumstances.

Third Party Content

The Services provide advertisements, promotions, content and material from, and links and references to, web sites of third parties and other third party resources not controlled by the Company (collectively, "Third Party Content"). You acknowledge and agree that the Company is not endorsing or responsible or liable for the availability, accuracy, currency or reliability of any Third Party Content. Any concerns regarding such Third Party Content should be directed to the third party. Under no circumstances will the Company be liable for any loss or damage caused by any use or reliance on Third Party Content or any purchase or use of goods or services from any third party referenced through the Services.

Copyright Complaints

If you believe any content or materials on the Sites or in the Services infringe your copyright, you agree to abide by the notice and take down procedures of the Digital Millennium Copyright Act (DMCA) by contacting our copyright agent and providing the following information:

• A description of the copyrighted work or other intellectual property that you claim has been infringed;
• A description of where the material that you claim is infringing is located on the Sites or in the Services;
• Your address, telephone number, and email address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf; and
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest.

The name and contact information of our designated agent for copyright issues is:

Ken Huang
Sayagle, Inc.
625 W. Kendall Street, Cambridge, MA 02142, USA.
Email: Legal@sayagle.com

In accordance with the DMCA and other applicable laws, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company's sole discretion, members who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Sites and/or terminate the Services for any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Termination of Services

The Company may, in its sole discretion, terminate your password, account (or any part thereof) or access to or use of the Services, or remove or discard any content within the Services, for any reason, including, without limitation, if the Company believes that you have breached or violated or acted inconsistently with the letter or spirit of these Terms of Use or any agreement between you and the Company. The Company may also, in its sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of these Terms of Use may be effected without prior notice, and acknowledge and agree that the Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Site. Further, you agree that the Company shall not be liable to you or any third party for any termination of your access to the Services.

Indemnification

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Content you post or share on or through the Services, your use of the Services or the Sites, your conduct in connection with the Services or the Sites or with other Users, or any violation of these Terms of Use or of any law or the rights of any third party.

Disclaimer of Warranties

THE SITES, THE MATERIALS CONTAINED THEREIN AND THE SERVICES ARE PROVIDED ON AN �AS IS� BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT AND MATERIALS IN THE SERVICES. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT INFORMATION OR MATERIALS IN THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT ANY LOCATION BASED INFORMATION IS INTENDED SOLELY FOR PERSONAL USE AND SHOULD NOT BE RELIED UPON IN EMERGENCIES OR USED WHILE DRIVING OR OPERATING VEHICLES, OR USED IN CONNECTION WITH ANY HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OR INACCURACY OF THAT APPLICATION.

YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. THE COMPANY IS NOT RESPONSIBLE FOR THE ACTIONS OF ANY THIRD PARTIES WHO MAY ACCESS THE SITES OR USE THE SERVICES, AND YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE COMPANY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES OR ITS SERVER(S) OR ANY MATERIALS THAT YOU MAY DOWNLOAD FROM THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.

The Sites and the Services may be temporarily unavailable from time to time for maintenance or other reasons. The Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any problems or technical malfunction of any telephone network or lines, mobile devices, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet, any mobile carrier�s network, or at any Site or combination thereof, including injury or damage to Users or to any other person�s computer related to or resulting from participating or downloading materials in connection with the Web and/or in connection with the Services. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY HARM, LOSS, INJURY, OR DAMAGE OF ANY KIND RESULTING FROM ANYONE�S USE OF THE SERVICES OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICES, WHETHER ONLINE OR OFFLINE.

Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM: (A) THE USE, DISCLOSURE, DISPLAY, OR MAINTENANCE OF YOUR LOCATION INFORMATION; (B) YOUR USE OR INABILITY TO USE THE SERVICES; (C) THE SERVICES GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH THE COMPANY OR ANY OTHER USER OF THE SERVICES, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OF USE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE

IN NO EVENT SHALL THE COMPANY�S (OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR THIRD-PARTY PARTNERS) TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR YOUR USE OF THE SERVICES (WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), WARRANTY, OR OTHERWISE EXCEED THE AMOUNTS PAID BY YOU FOR (i)ACCESSING THE SERVICES OR (ii)PRODUCTS BOUGHT THROUGH THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM OR ONE THOUSAND DOLLARS ($1000), WHICHEVER IS GREATER.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN THE COMPANY AND RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED THROUGH THE SERVICES.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT THE COMPANY�S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

Miscellaneous

By visiting or using the Sites and/or the Services, you agree that the laws of the State of Delaware, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims, you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Massachusetts, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Massachusetts. Except as otherwise required by law, including Massachusetts laws relating to consumer transactions, any cause of action or claim you may have with respect to the Services must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

These Terms of Use, together with our Privacy Policy, any Guidelines and any written license and services agreement or subscription agreement between you and the Company relating to the Sites or the Services, constitutes the entire agreement between us with respect to your use of the Sites and the Services and supercedes any previous oral or written arrangements or understandings relating thereto. In the event of any conflict or inconsistency between these Terms of Use and any written license and services agreement or subscription agreement between us and any User, the provisions of the applicable license and services agreement or subscription agreement shall prevail.

No waiver of any provision of these Terms of Use by the Company shall be effective unless in writing signed by an authorized representative of the Company. The waiver by the Company of a breach or violation of any provision of these Terms of Use shall not constitute a waiver by the Company of any succeeding breach of the same or other provision; nor shall any delay or omission on the part of the Company to exercise or avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any such right, power or privilege by the Company. Any provisions of these Terms of Use that may be deemed unlawful, void, invalid or for any reason unenforceable shall be deemed severable from these Terms of Use and shall not affect the validity of enforcement of the remaining provisions.

Questions and Contact Information

Questions or comments about the Sites or the Services may be directed to the Company by email at support@sayagle.com or by postal mail at Sayagle, Inc., 625 W. Kendall Street, Cambridge, MA 02142, USA.

Copyright©2009 Sayagle, Inc. All rights reserved.