Handheld Designer Application Hosting

Terms of Service

1. ACCEPTANCE OF TERMS

Welcome to the Handheld Designer web application hosting service (the "Service"). Your use of the Service is subject to a legal agreement between you and Handheld Designer, LLC ("Handheld Designer") described in these Terms of Service ("TOS"), and all other documents incorporated by reference. Handheld Designer reserves the right to update and change these Terms and incorporated documents from time to time without notice or acceptance by you. You can review the most current version of the TOS at any time at: http://www.handhelddesigner.com/Hosting-Terms-Of-Service.html.

2. DESCRIPTION OF SERVICE

The Service provides you with the ability to host mobile web applications created with the Handheld Designer software application. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to these Terms.

3. REGISTRATION OBLIGATIONS

In consideration of use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Handheld Designer has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Handheld Designer has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

Further, you agree that you are not a person that is barred from receiving the Service under the laws of the United States or other countries, including the country in which you are resident or from which you use the Service. You affirm that you are over the age of 18, as the Service is not intended for children under 18.

4. DATA TRANSFER AND STORAGE LIMITS

In order to provide acceptable service to all users, the Service may place certain limits on the amount of data that may be stored in the Service or transferred into or out of the Service during a monthly period. Currently, these limits are, at least: 2GB of data transferred per month, and 1GB of data stored. If you exceed the transfer limits associated with your Service, access to your hosted web applications may be temporarily suspended until the beginning of the next month. Handheld Designer may, at its discretion, provide storage and data transfers in excess of these limits.

5. CANCELLATION AND TERMINATION

If you wish to terminate your Service, please notify Handheld Designer by e-mail at support@handhelddesigner.com.

Service accounts that are inactive for 90 days or more may be considered for automatic Service termination. In addition, Handheld Designer may immediately terminate the Service for any failure by you to follow the Agreement.

Once the Service is terminated or cancelled, you will no longer have access to your hosted web applications and all information contained therein may be deleted by Handheld Designer. Handheld Designer accepts no liability for such deleted information or content.

6. HANDHELD DESIGNER PRIVACY POLICY

Pursuant to the Handheld Designer privacy policy, we may disclose to third parties certain aggregate information contained in your account or related data, provided that, such information will NOT include personally identifying information, except as specifically authorized by you or in the good faith belief that such action is reasonably necessary to comply with the law, legal process, to enforce the TOS, or under any of the other circumstances set forth in our privacy policy, as may be amended from time to time. For more information, please see our full privacy policy at https://admin.handhelddesigner.com/privacy.php.

7. OWNERSHIP OF ACCOUNT AND SECURITY

You are responsible for maintaining the security of your account and web applications, and you are fully responsible for all activities that occur in connection with your account. You agree to immediately notify Handheld Designer of any unauthorized uses of the account or any other breaches of security. Handheld Designer cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Handheld Designer be liable, in any way, for any acts or omissions of you, including any damages of any kind incurred as a result of such acts or omissions.

8. CONTENT AND CONDUCT RULES AND OBLIGATIONS

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Handheld Designer, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Service.

You agree that you will not:

(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, adult-oriented, or racially, ethnically or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including, but not limited to, a Handheld Designer official, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(e) upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;

(g) upload, post, or transmit unsolicited commercial email or "spam". This includes unethical marketing, advertising, or any other practice that is in any way connected with "spam", such as (1) sending mass email to recipients who haven't requested email from you or with a fake return address, (2) promoting a site with inappropriate links, titles, descriptions, or (3) promoting your site by posting multiple submissions in public forums that are identical;

(h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(j) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;

(k) "stalk" or otherwise harass another;

(l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals, including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons;

(m) offer for sale or sell any item, good or service that (1) violates any applicable federal, state, or local law or regulation, (2) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (3) Handheld Designer determines, in its sole discretion, is inappropriate for sale through the Service provided by Handheld Designer.

9. DISCLOSURE TO LAW ENFORCEMENT

The Terms of Service specifically prohibits the use of the Service in any way that violates any applicable local, state, national or international law. Therefore, Handheld Designer may disclose any and all account information including, but not limited to, registration information, site Content, access logs, or account history to any court or law enforcement agency that requests such information, upon receipt of a subpoena, warrant or other legally binding order, without your consent or notification.

10. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

11. CONTENT SUBMITTED TO HANDHELD DESIGNER WEB HOSTING

Handheld Designer does not claim ownership of the Content you place on your Handheld Designer web application hosting site. You retain copyright and any other rights you already hold in the Content, and you are responsible for protecting those rights, as appropriate. By submitting Content to Handheld Designer for inclusion on your Handheld Designer web application hosting site, you grant Handheld Designer the world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content for the sole purpose of enabling Handheld Designer to provide you with the Service in accordance with its privacy policy. This license exists only for as long as you continue to be a Handheld Designer web application hosting user and shall be terminated at the time your Service is terminated.

You agree that Handheld Designer, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Service.

You acknowledge that Handheld Designer does not pre-screen Content, but that Handheld Designer and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Handheld Designer and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

12. POLICY REGARDING DIGITAL MILLENNIUM COPYRIGHT ACT

You agree to set up a process to respond to notices of alleged infringement that comply with the United States' Digital Millennium Copyright Act ("DMCA notices"). It is Handheld Designer's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to disable access to your Content or, if necessary, cancel and terminate your Service upon receipt of a valid DMCA notice.

13. INDEMNITY

You agree to indemnify and hold Handheld Designer, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Content, your use of the Service, your connection to the Service, your violation of the TOS, or your violation of any rights of another.

14. MODIFICATIONS TO SERVICE

Handheld Designer reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Handheld Designer shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

15. RESERVATION OF RIGHTS

You agree that Handheld Designer, in its sole discretion, expressly reserves the right to suspend or terminate your password, Handheld Designer web application hosting site, use of the Service or use of any other Handheld Designer service, and remove and discard any Content within the Service, for any reason, including, without limitation, if Handheld Designer believes that you have violated or acted inconsistently with the letter or spirit of the TOS. Handheld Designer may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this TOS may be effected without prior notice, and acknowledge and agree that Handheld Designer may immediately deactivate or delete your Handheld Designer web application hosting site and all related information and files in your Handheld Designer web application hosting site and/or bar any further access to such files or the Service. Further, you agree that Handheld Designer shall not be liable to you or any third-party for any termination of your access to the Service.

16. HANDHELD DESIGNER PROPRIETARY RIGHTS

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Handheld Designer or its designated agents, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interfaces that is provided by Handheld Designer for use in accessing the Service.

17. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. HANDHELD DESIGNER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

(b) HANDHELD DESIGNER WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE SERVICE, HOWEVER, HANDHELD DESIGNER IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MIS-DELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICE, OR OTHER INTERACTION WITH THE SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE. HANDHELD DESIGNER DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

18. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT HANDHELD DESIGNER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF HANDHELD DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

19. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

20. NOTICE

Notices to you may be made via either email or regular mail. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service.

You also understand and agree that the Service may include certain communications from Handheld Designer, such as service announcements and administrative messages, and that these communications are considered part of the Service and you will not be able to opt out of receiving them.

21. CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)

The TOS and the relationship between you and Handheld Designer shall be governed by the laws of the United States and the State of Connecticut without regard to its conflict of law provisions. You and Handheld Designer agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New Haven, Connecticut. The failure of Handheld Designer to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

22. INTEGRATION AND SEVERABILITY

The TOS constitutes the entire agreement between you and Handheld Designer and governs your use of the Service, superseding any prior agreements between you and Handheld Designer (including, but not limited to, any prior versions of the TOS). You also may be subject to additional terms and conditions that may apply when you use affiliate or other Handheld Designer services or software, third-party content or third-party software. If any provision of the TOS or incorporated documents are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.

23. SURVIVAL

All provisions of this agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this agreement.