These Terms of Service (“Terms”) are a legal agreement between Austhink Consulting Pty Ltd trading as van Gelder & Monk, herein “vGM”, having an office and place of business at Level 5, 306 Little Collins St Melbourne VIC Australia, and the person or entity agreeing to the terms herein (“You” or “you”). By using or accessing any part of Cell Notes, you agree that you have read, understand, and agree to be bound by all of the terms and conditions contained herein. If you do not agree to these Terms, you must not use or access Cell Notes.
Description of Cell Notes
Cell Notes is a Google Sheets add-on that allows users to create rich text notes attached to cells in Google Sheets files.
Modifications
To these Terms: vGM reserves the right to update and change the Terms of Service upon notice from time to time. You will be provided notice of any such modification by the publishing of such on the website https://sites.google.com/view/cell-notes/terms. You may terminate your use of Cell Notes if the Terms are modified in a manner that substantially affects your rights in connection with use of Cell Notes. Your continued use of Cell Notes after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at : https://sites.google.com/view/cell-notes/terms.
To Cell Notes: vGM may make changes to Cell Notes from time to time. Any updates, upgrades, additions or new features to Cell Notes, including the release of new tools and resources, shall be subject to these Terms and may require you to agree to additional terms and conditions.
Use of Cell Notes
License: Subject to your compliance with these Terms and the Google Acceptable Use Policy (available at https://cloud.google.com/terms/aup), including, without limitation, your payment of all applicable fees, vGM hereby grants you a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use Cell Notes.
You are at all times fully responsible and liable for all acts and omissions in connection with your use of Cell Notes and you agree to indemnify vGM for all claims and losses related to any such acts and/or omissions.
Restrictions on Use
In addition to all other terms and conditions contained herein, you shall not and shall not permit others to:
· copy, modify, adapt, translate or otherwise create derivative works of Cell Notes;
· reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of Cell Notes;
· rent, lease, sell, assign or otherwise transfer rights in or to Cell Notes;
· remove any proprietary notices or labels from Cell Notes;
· use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of Cell Notes;
· use Cell Notes for any illegal or unauthorized purpose or engage in illegal or deceptive trade practices;
· otherwise use Cell Notes in violation of any laws in your jurisdiction (including but not limited to copyright laws).
This list of prohibitions provides examples and is not complete or exclusive.
vGM reserves the right to suspend or terminate your access to Cell Notes with or without cause and with or without notice, for any reason or no reason, or for any action that vGM determines is inappropriate or disruptive to Cell Notes or to any other user of Cell Notes. Google may suspend your Google Apps account if: (a) your use of Google Apps is in violation of Google’s Acceptable Use Policy, which could disrupt: (i) Google Apps; (ii) other users’ use of Google Apps; or (iii) the Google network or servers used to provide Google Apps services; or (b) there is unauthorized third party access to Google Apps.
When legally required, vGM will cooperate with law enforcement agencies in any investigation of alleged illegal activity associated with Cell Notes.
Unauthorized use of any trademarked, copyrighted or patented materials contained in Cell Notes may violate certain laws and regulations.
You agree to indemnify and hold vGM and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) vGM or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party that your use of Cell Notes or the use of Cell Notes by any person using your account (including without limitation, your content (as defined below)) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party.
Suspension
vGM reserves the right to suspend or terminate your access to Cell Notes with or without notice if vGM reasonably determines that:
(a) there is a threat or attack on Cell Notes (including a denial of service attack) or other event that may create a risk to Cell Notes, vGM, or any user of Cell Notes;
(b) your use of Cell Notes disrupts or poses a security risk to Cell Notes or any user of Cell Notes, may harm vGM's systems, or may subject vGM or any third party to liability;
(c) you are using Cell Notes for fraudulent or illegal activities;
(d) subject to applicable law; or
(e) you are using Cell Notes or other vGM property in breach of this Agreement;
Intellectual Property
You hereby acknowledges and agree that, subject to the limited rights granted in these Terms, vGM (or its licensors) own all legal right, title and interest in and to Cell Notes, including, without limitation, any Intellectual Property Rights or other proprietary rights which exist in Cell Notes (whether such rights are registered or unregistered, and wherever in the world those rights may exist) (“Our Technology”). For purposes of these Terms, “Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through Cell Notes according to these Terms. Furthermore, nothing in these Terms of Service will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on Cell Notes constitute trademarks, trade names, service marks or logos (“Marks”) of vGM or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with and will inure to us or those other entities. Furthermore, any comments, ideas and/or reports about Cell Notes that you provide to us, whether in written or electronic form (“Feedback”), shall be considered our proprietary and confidential information, and you hereby irrevocably transfer and assign to us all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that you may have with respect to any such Feedback.
Privacy
vGM's use of any information you provide through Cell Notes is governed by our Privacy Policy. Your use of Cell Notes indicates your acceptance of the terms of our Privacy Policy. You can review the most recent version of our Privacy Policy at https://sites.google.com/view/cell-notes/privacy.
Warranty Disclaimer
CELL NOTES IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. vGM MAKES NO WARRANTY THAT (I) CELL NOTES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (II) CELL NOTES WILL BE ERROR-FREE OR UNINTERRUPTED (INCLUDING, WITHOUT LIMITATION, INTERRUPTIONS THAT OCCUR IN THE CONTEXT OF REGULARLY SCHEDULED MAINTENANCE); (III) ANY INFORMATION OR ADVICE OBTAINED BY YOU IN CONNECTION WITH CELL NOTES WILL BE ACCURATE OR COMPLETE; OR (IV) THE RESULTS OF USING CELL NOTES WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
Limitation of Liability
IN NO EVENT SHALL vGM BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE CELL NOTES, EVEN IF vGM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH vGM RELATED TO CELL NOTES SHALL BE TERMINATION OF YOUR USE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
Other Terms
These Terms, their interpretation, performance or any breach thereof, will be construed in accordance with, and all questions with respect thereto will be determined by, the laws of the State of Victoria, Australia. Both parties hereby irrevocably submit any disputes under these Terms to the jurisdiction of the courts located in the State of Victoria, Australia.
Last updated Nov 29 2017