1. Your relationship with Graphene Square
1.1 Your use of Graphene Square's products,software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Graphene Square under a separate written agreement) is subject to the terms of a legal agreement between you and Graphene Square. "Graphene Square" means Graphene Square Inc., whose principal place of business is at 704 world merdian venturecenter 60-24 kasandong, kumchingu ,seou, Republic of Korea. 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 Graphene Square, your agreement with Google 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 Graphene Square 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 Graphene Square 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 Graphene Square in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that Graphene Square 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 Graphene Square, or (b) you are a person barred from receiving the Services under the laws of Republic of korea or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Language of the Terms
3.1 Where Graphene Square has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Graphene Square.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by Graphene Square
4.1 Graphene Square has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of Google itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 Graphene Square 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 Graphene Square provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that Graphene Square may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Graphene Square's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Graphene Square when you stop using the Services.
4.4 You acknowledge and agree that if Graphene Square 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.
5. Use of the Services by you
5.1 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 registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Graphene Square will always be accurate, correct and up to date.
5.2 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 Republic of korea or other relevant countries).
5.3 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 Graphene Square, unless you have been specifically allowed to do so in a separate agreement with Graphene Square. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out present on the Services.
5.4 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).
5.5 Unless you have been specifically permitted to do so in a separate agreement with Graphene Square, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.6 You agree that you are solely responsible for (and that Graphene Square 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 Graphene Square may suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Graphene Square for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Graphene Square immediately at "http://www.graphenesq.com/member/select.asp"
7. Privacy and your personal information
7.2 You agree to the use of your data in accordance with Graphene Square's privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, 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".
8.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Graphene Square (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute 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 Graphene Square or by the owners of that Content, in a separate agreement.
8.3 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.4 You agree that you are solely responsible for (and that Google has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Google may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that Graphene Square (or Graphene Square'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 Graphene Square and that you shall not disclose such information without Graphene Square's prior written consent.
9.2 Unless you have agreed otherwise in writing with Graphene Square, nothing in the Terms gives you a right to use any of Graphene Square's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Graphene Square, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Graphene Square's brand feature use guidelines as updated from time to time.
9.4 Graphene Square 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, post, 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 Graphene Square, you agree that you are responsible for protecting and enforcing those rights and that Google has no obligation to do so on your behalf.
9.5 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.
9.6 Unless you have been expressly authorized to do so in writing by Graphene Square, 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.
10. Ending your relationship with Graphene Square
10.1 The Terms will continue to apply until terminated by either you or Graphene Square as set out below.
10.2 If you want to terminate your legal agreement with Graphene Square, you may do so by (a) notifying Graphene Square at any time and (b) closing your accounts for all of the Services which you use, where Graphene Square has made this option available to you. Your notice should be sent, in writing, to Graphene Square's address which is set out at the beginning of these Terms.
10.3 Graphene Square 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) Graphene Square 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 Graphene Square offered the Services to you has terminated its relationship with Graphene Square or ceased to offer the Services to you; or
(D) Graphene Square 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 Graphene Square is, in Graphene Square's opinion, no longer commercially viable.
10.4 Nothing in this Section shall affect Graphene Square's rights regarding provision of Services under Section 4 of the Terms.
10.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Graphene Square 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 15.6 shall continue to apply to such rights, obligations and liabilities indefinitely.
11. Copyright and trade mark policies
11.1 It is Graphene Square's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
12.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
12.2 The manner, mode and extent of advertising by Graphene Square on the Services are subject to change without specific notice to you.
12.3 In consideration for Graphene Square granting you access to and use of the Services, you agree that Graphene Square may place such advertising on the Services.
13. Other content
13.1 The Services may include hyperlinks to other web sites or content or resources. Graphene Square may have no control over any web sites or resources which are provided by companies or persons other than Graphene Square.
13.2 You acknowledge and agree that Graphene Square 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.
13.3 You acknowledge and agree that Graphene Square 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.
14. Changes to the Terms
14.1 Graphene Square may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Graphene Square will make a new copy of the Universal Terms available at "http://www.graphenesq.com/graphene/terms.asp" and any new Additional Terms will be made available to you from within, or through, the affected Services.
14.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Graphene Square will treat your use as acceptance of the updated Universal Terms or Additional Terms.
15. General legal terms
15.1 The Terms constitute the whole legal agreement between you and Graphene Square and govern your use of the Services (but excluding any services which Google may provide to you under a separate written agreement), and completely replace any prior agreements between you and Graphene Square in relation to the Services.
15.2 You agree that Graphene Square may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
15.3 You agree that if Graphene Square does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Graphene Square has the benefit of under any applicable law), this will not be taken to be a formal waiver of Graphene Square's rights and that those rights or remedies will still be available to Graphene Square.
15.4 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.
15.5 You acknowledge and agree that each member of the group of companies of which Graphene Square is the parent 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.
15.6 The Terms, and your relationship with Graphene Square under the Terms, shall be governed by the laws of Republic of korea without regard to its conflict of laws provisions. You and Graphene Square agree to submit to the exclusive jurisdiction of the courts located within the Seoul Southern District Court, Sinjeong 1-dong, Yangcheon-gu, Seoul, Korea to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Graphene Square shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
August 24, 2011