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Terms of Use
1. Your relationship with Toocle 1.1 Your use of Toocle’s data, products, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by Toocle under a separate written agreement) is subject to the terms of a legal agreement between you and Toocle. “Toocle” is owned and operated by NetSun, whose principal place of business is at No.186 Moganshan Road (=No. 1 Wulin Xiang) 12F Yisheng Bldg. Hangzhou, Zhejiang 310012 China. This document explains how the agreement is made up, and sets out some of the terms of that agreement. 1.2 Unless otherwise agreed in writing with Toocle, your agreement with Toocle will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”. 1.3 Your agreement with Toocle will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service. 1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Toocle in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”. 1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service. 2. Accepting the Terms 2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms. 2.2 You can accept the Terms by: (A) clicking to accept or agree to the Terms, where this option is made available to you by Toocle in the user interface for any Service; or (B) by actually using the Services. In this case, you understand and agree that Toocle will treat your use of the Services as acceptance of the Terms from that point onwards. 2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Toocle, or (b) you are a person barred from receiving the Services under the laws of the People’s Republic of China or other countries including the country in which you are resident or from which you use the Services. 3. Provision of the Services by Toocle 3.1 Toocle is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Toocle provides may change from time to time without prior notice to you. 3.2 As part of this continuing innovation, you acknowledge and agree that Toocle may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Toocle’s sole discretion, without prior notice to you. 3.3 You acknowledge and agree that if Toocle disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account. 3.4 You acknowledge and agree that while Toocle may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services, such fixed upper limits may be set by Toocle at any time, at Toocle’s discretion. 4. Use of the Services by you 4.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the application or registration process for the Service, or as part of your continued use of the Services. You agree that any application or registration information you give to Toocle will always be accurate, correct and up to date. 4.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the People’s Republic of China or other relevant countries). 4.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Toocle, unless you have been specifically allowed to do so in a separate agreement with Toocle. 4.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). 4.5 You agree that you are solely responsible for (and that Toocle has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Toocle may suffer) of any such breach. 5. Your passwords and account security 5.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. 5.2 Accordingly, you agree that you will be solely responsible to Toocle for all activities that occur under your account. 5.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Toocle immediately. 6. Content in the Services 6.1 You understand that all information (such as data files, written text, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”. 6.2 You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the clients or advertisers who provide that Content to Toocle (or by other persons or companies on their behalf). You may not change or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Toocle or by the owners of that Content, in a separate agreement. 6.3 Toocle reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, refuse or remove any or all Content from any Service. 6.4 You agree that you are solely responsible for (and that Toocle has no responsibility to you or to any third party for) any Content that you transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Toocle may suffer) by doing so. 7. Proprietary rights 7.1 You acknowledge and agree that Toocle (or Toocle’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Toocle and that you shall not disclose such information without Toocle’s prior written consent. 7.2 Other than the limited license set forth in Section 8, Toocle acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Toocle, you agree that you are responsible for protecting and enforcing those rights and that Toocle has no obligation to do so on your behalf. 7.3 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. 7.4 Unless you have been expressly authorized to do so in writing by Toocle, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. 8. Content licence from you 8.1 You retain copyright and any other rights you already hold in Content which you submit, transmit or display on or through, the Services. By submitting, posting or displaying the content you give Toocle a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive licence to reproduce, adapt, translate, publish, publicly perform, publicly display and distribute any Content which you submit, post or display on or through, the Services. 8.2 You agree that this licence includes a right for Toocle to make such Content available to other companies, organizations or individuals with whom Toocle has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services. 8.3 You understand that Toocle, in performing the required technical steps to provide the Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You agree that this licence shall permit Toocle to take these actions. 8.4 You confirm and warrant to Toocle that you have all the rights, power and authority necessary to grant the above licence. 9. Ending your relationship with Toocle 9.1 The Terms will continue to apply until terminated by either you or Toocle as set out below. 9.2 If you want to terminate your legal agreement with Toocle, you may do so by (a) notifying Toocle at any time and (b) closing your accounts for all of the Services which you use, where Toocle has made this option available to you. Your notice should be sent, in writing, to Toocle’s address which is set out at the beginning of these Terms. 9.3 Toocle may at any time, terminate its legal agreement with you if: (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or (B) Toocle is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or (C) the partner with whom Toocle offered the Services to you has terminated its relationship with Toocle or ceased to offer the Services to you; or (D) Toocle is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or (E) the provision of the Services to you by Toocle is, in Toocle’s opinion, no longer commercially viable. 9.4 Nothing in this Section shall affect Toocle’s rights regarding provision of Services under Section 3 of the Terms. 9.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Toocle have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 13.7 shall continue to apply to such rights, obligations and liabilities indefinitely. 10. EXCLUSION OF WARRANTIES 10.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 10 AND 11, SHALL EXCLUDE OR LIMIT TOOCLE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.” 10.3 IN PARTICULAR, TOOCLE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND 10.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. 10.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TOOCLE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. 10.6 TOOCLE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 11. LIMITATION OF LIABILITY 11.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 10.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TOOCLE AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY CHANGES WHICH TOOCLE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE TOOCLE WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; 11.2 THE LIMITATIONS ON TOOCLE’S LIABILITY TO YOU IN PARAGRAPH 11.1 ABOVE SHALL APPLY WHETHER OR NOT TOOCLE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 12. Other content 12.1 The Services may include hyperlinks to other web sites or content or resources. Toocle may have no control over any web sites or resources which are provided by companies or persons other than Toocle. 12.2 You acknowledge and agree that Toocle is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. 12.3 You acknowledge and agree that Toocle is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. 13. General legal terms 13.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service which is provided by another person or company. Your use of these other services may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals. 13.2 The Terms constitute the whole legal agreement between you and Toocle and govern your use of the Services (but excluding any services which Toocle may provide to you under a separate written agreement), and completely replace any prior agreements between you and Toocle in relation to the Services. 13.3 You agree that Toocle may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. 13.4 You agree that if Toocle does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Toocle has the benefit of under any applicable law), this will not be taken to be a formal waiver of Toocle’s rights and that those rights or remedies will still be available to Toocle. 13.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. 13.6 You acknowledge and agree that each member of the group of companies of NetSun, which drives and operates Toocle shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms. 13.7 The Terms, and your relationship with Toocle under the Terms, shall be governed by the laws of the People’s Republic of China. You and Toocle agree to submit to the exclusive jurisdiction of the courts located within the People’s Republic of China to resolve any legal matter arising from the Terms.
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