THIS TERMS OF USE AGREEMENT (the "Agreement")
is made and entered into by and between GpsXchange.com(the "Site"),
and the subscriber, (the "User"), effective at the time User
subscribe to the Site.
Information Available at this
Site. This Site contains general information about GpsXchange.com,
its activities and its services. This
Site also contains information about GPS track log and related activities
published to the Site by Users. GpsXchange.com
does not guarantee the accuracy or timeliness of the information available on
this Site. User is solely responsible
for verifying the accuracy of any information available on this Site. GpsXchange.com disclaims responsibility for
User’s reliance on information at this Site in the Indemnification Section below.
Privacy. GpsXchange.com will use User’s information
collected in connection with this Site, including without limitation User’s
name, e-mail address, or other information unique to User (“User’s
Information”), in the following ways:
1.
GpsXchange.com may use User’s Information to contact User
about new GPS Track log; to keep User notified of developments in the GPS
related activities; to give User updates on changes to the Site; and to allow
User to upload User’s track logs and share User’s experiences with other users
of the Site.
2.
GpsXchange.com may also use User’s Information to
statistically analyze usage of the Site; to improve GpsXchange.com’s product
and service offerings; to customize the Site’s content and layout; and to
otherwise improve the Site.
GpsXchange.com
uses cookies and other types of Site user tracking technology to recognize Site
visitors and to customize certain Site features and functions for repeat
visitors. Information collected using
cookies may be combined with Personal Information but may only be used as
described in the License to Use Site; Restrictions Section. Disabling the use of cookies may impact some
of the Site features.
GpsXchange.com
will not sell, rent, or otherwise disclose User’s Information to any third
party, except: (a) in connection with any merger or acquisition of GpsXchange.com
(or GpsXchange.com assets), including without limitation any restructuring
activity with another legal entity; or as (b) as required by subpoena, search
warrant, or other valid legislative or judicial process. GpsXchange.com may, however, disclose
non-personalized, aggregate data to third parties as may be collected and
processed in connection with the Site.
License to Use Site;
Restrictions. GpsXchange.com
hereby grants User a non-exclusive, non-transferable, revocable license to view
and use the Site in accordance with this Agreement and any guidelines or
policies posted on the Site. GpsXchange.com
reserves the right to suspend or revoke, in its sole discretion, the license
hereunder and to prevent User from accessing all or any portion of the Site
with or without notice or reason and without liability on the part of GpsXchange.com.
GpsXchange.com
may change, suspend, or discontinue any portion of the Site, or any service
offered on the Site, at any time, including but not limited to any feature,
database, application, or content. GpsXchange.com
may also impose limits on certain features offered on the Site with or without
notice.
The
Site and all content available on the Site are protected by applicable
intellectual property laws, and are for personal and noncommercial use. All rights not expressly granted in this
Agreement are reserved by GpsXchange.com or by the respective owners of the
intellectual property rights. All
materials available on or through the Site, other than Third Party Uploaded
Files (collectively, the “Site Materials”) are the property of GpsXchange.com or
of its licensors and are protected by copyright, trademark, and other
intellectual property laws. GpsXchange.com
reserves the right to impose additional terms and conditions upon User’s use
and viewing of particular Site Materials, and any such terms and conditions may
be posted on the Site in connection with those Site Materials. User may not reproduce or retransmit the Site
Materials, in whole or in part, in any manner, without the prior written
consent of the owner of such materials, except as follows: User may make a
single copy of the Site Materials solely for User’s personal, noncommercial
use, but such copying must be consistent with any applicable additional terms
and conditions and User must preserve any copyright, trademark, or other
notices contained in or associated with such Site Materials. User may not distribute such copies to
others, whether or not in electronic form and whether or not for a charge or
other consideration, without prior written consent of the owner of such
materials. If User has any questions,
contact us at webmaster@GpsXchange.com.
Subscription
portions (if any) of the Site may contain additional terms and conditions
applicable to use of that portion of the Site, including without limitation
password usage and protection rules. If
User subscribes to any service at this Site, User will be asked to agree to
those terms and conditions as part of the subscription transaction, and those
terms and conditions will be deemed incorporated into this Agreement by this
reference.
Use of Publishing Tools and
Forums. The GpsXchange.com Forums, accessible through the
“Forum” link in the Site’s navigation bar as well as through other links, are
governed by this Agreement and are also subject to such additional terms and
conditions as GpsXchange.com may, from time to time, post in the GpsXchange.com
Forums area.
User
and not GpsXchange.com, is entirely responsible for all content that User
upload, post or otherwise transmit via the Site. User agree not to:
1.
Upload, post or otherwise transmit any content that is
unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory,
slanderous, vulgar, obscene, libelous, invasive of another's privacy, hateful,
embarrassing, or racially, ethnically or otherwise objectionable to any other
person or entity.
2.
Impersonate any person or entity, or falsely state or
otherwise misrepresent User’s affiliation with any person or entity.
3.
Upload, post or otherwise transmit any content that User
do not have a right to transmit under any law or under contractual or fiduciary
relationship.
4.
Upload, post or otherwise
transmit any content that infringes any patent, trademark, trade secret,
copyright or other intellectual property or proprietary rights of any person,
including without limitation under any privacy or publicity rights.
5.
Upload, post or otherwise transmit any unsolicited or
unauthorized advertising, promotional materials, "junk mail,"
"spam," "chain letters," "pyramid schemes," or
any other form of solicitation.
6.
Upload, post or otherwise transmit any content that
contains viruses or any other computer code, files or programs which interrupt,
destroy, limit the functionality of, or cause damage to the Site or any
computer software or hardware or telecommunications equipment.
7.
Interfere with or disrupt the Site or servers or networks
connected to the Site, or fail to comply with any requirements, procedures,
policies or regulations of networks connected to the Site.
8.
Violate any applicable local, state, national or
international law.
9.
"Stalk," harass, or otherwise harm another Site
user.
10.
Collect or store personal data about other Site users.
11.
Promote or provide instructional information about
illegal activities, promote physical harm or injury against any group or
individual.
Access and Interference. Much of the information on the Site is
updated on a real time basis and is proprietary or is licensed to GpsXchange.com
by our users or third parties. User
agrees that User will not use any robot, spider, scraper or other automated
means to access the Site for any purpose without our express written
permission. Additionally, User agree
that User will not: (a) take any action that imposes, or may impose in our sole
discretion an unreasonable or disproportionately large load on our
infrastructure; or (b) interfere or attempt to interfere with the proper
working of the Site or any activities conducted on the Site or other measures
we may use to prevent or restrict access to the Site.
License to Use UPLOADED FILES. All comments, articles, tutorials,
screenshots, pictures, graphics, tools, downloads, and all other materials
submitted to GpsXchange.com in connection with the Site or available through
the Site (collectively, “Uploaded File”) remain the property and copyright of
the original author. If User submits
Uploaded File to GpsXchange.com, User must adhere to any applicable Uploaded
File guidelines that may be posted from time to time on the Site. By submitting any Uploaded File to GpsXchange.com,
User grants GpsXchange.com a worldwide, non-exclusive, transferable, perpetual,
irrevocable, fully-paid royalty-free license and right to use, reproduce,
distribute, import, broadcast, transmit, modify and create derivative works of,
license, offer to sell, and sell, rent, lease or lend copies of, publicly
display and publicly perform that Uploaded File for any purpose and without
restriction or obligation to User.
The
foregoing license rights are intended to provide to GpsXchange.com all rights
under existing and future laws, including without limitation all rights under
copyright and any other rights personal to User to publish the Uploaded File on
the Site, use the Uploaded File in publicity and promotional materials for the
Site and to create new Sites or derivative works (including without limitation
by combining the Uploaded File with other content) for public display or
performance via any and all media or technology now known or later
developed. The foregoing rights may be
licensed and sublicensed through unlimited tiers of third parties.
Claims of Copyright
Infringement. GpsXchange.com
respects the intellectual property rights of others, and GpsXchange.com asks
that all users of the Site do the same.
If User believes that User’s work has been published on the Site in a
way that constitutes copyright infringement, User may notify GpsXchange.com’s
copyright agent by providing the following information:
1.
Identification of the copyrighted work(s) that User
claims has been infringed.
2.
Identification of the material that User claim is
infringing and needs to be removed, including a description of where it is
located on the Site.
3.
User’s address, telephone number, and, if available,
e-mail address, so that GpsXchange.com can contact User about User’s complaint.
4.
And a signed statement that the above information is
accurate; that User has a good faith belief that the identified use of the
material is not authorized by the copyright owner, its agent, or the law; and,
under penalty of perjury, that User is the copyright owner or are authorized to
act on the copyright owner's behalf in this situation.
Notices
of copyright infringement claims should be sent by e-mail to the attention of
Webmaster at webmaster@GpsXchange.com
to request for the address where the written notice should be sent.
When
User gives GpsXchange.com notice of copyright infringement by e-mail, GpsXchange.com’s
Webmaster may begin investigating the alleged copyright infringement; however, GpsXchange.com’s
Webmaster must receive User’s signature by mail before GpsXchange.com is
required by law to take any action. More
information about
Indemnification. User agrees to indemnify and hold harmless GpsXchange.com against any liability,
damages, loss or expense (including attorney fees and expenses of litigation)
arising out of the actions of the GpsXchange.com, its employees, volunteers,
or any third party acting on behalf or under authorization from GpsXchange.com in the performance of this
Agreement or as a result of information or materials received from User.
No Warranties. GpsXchange.com, or any successor,
predecessor, agent, officer, volunteer, or employee of GpsXchange.com DOES
NOT warrant the accuracy, reliability, or timeliness of any information or
downloads published to or otherwise accessible via the Site (“Site
Information”). GpsXchange.com will not
be liable for any damage or loss caused by User’s reliance on the accuracy,
reliability, or timeliness of Site Information.
Because of the number of possible sources of information available
through the Site, and the inherent hazards and uncertainties of electronic
distribution, there may be delays, omissions, or inaccuracies in the Site
Information. The Site Information may
include facts, views, opinions, and recommendations of individuals and
organizations. GpsXchange.com does not
endorse, assert, or guarantee the truthfulness or reliability of any such
facts, views, opinions, or recommendations, nor any statements made by persons
other than authorized GpsXchange.com spokespersons, including, without
limitation, information contained in the forum areas of the Site. The Site may also contain links to one or
more Internet sites outside of the Site.
GpsXchange.com is not responsible for the content of such outside
Internet sites and does not warrant the accuracy, reliability, or timeliness of
any information or downloads posted on or obtained from such outside Internet
sites. User relies on the Site
Information, as well as information found on outside Internet sites linked to
the Site, at User’s own risk.
GpsXchange.com’s outdoor
activities involve risk to both persons and property. There are many variables including, but not
limited to, weather, fitness level, terrain features and outdoor experience,
that must be considered prior to using a GPS Track log. Be prepared for User’s journey and be sure to
check the current weather and conditions before heading outdoors. Always exercise common sense and
caution. User assumes all risks arising
in connection with using a track log or any other related activity.
THE SITE, INCLUDING WITHOUT LIMITATION THE SITE
INFORMATION AND ALL OTHER CONTENT PROVIDED ON THE SITE, ARE PROVIDED TO USER
“AS IS”, AND USER ASSUMES THE ENTIRE
LIMITATION OF DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, AND
REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM,
USER AGREE THAT GPSXCHANGE.COM, ITS OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEER
ADMINISTRATORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, SPECIAL, DIRECT, OR OTHER DAMAGES WHATSOEVER ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR USER’S USE OF THE SITE OR THE SITE
INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW, OR IN
EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE.
THIS LIMITATION AND EXCLUSION OF DAMAGES INCLUDES BUT IS NOT LIMITED TO
DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS
INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY
DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE OR NEGLIGENT
MISREPRESENTATION, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN
IN THE EVENT OF THE FAULT OF GPSXCHANGE.COM, OF TORT (INCLUDING NEGLIGENCE),
STRICT OR PRODUCT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY.
SHOULD
A COURT OF COMPETENT JURISDICTION DETERMINE THAT THE LIMITATION ABOVE IS NOT
LEGALLY VALID, GPSXCHANGE.COM, ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEER
ADMINISTRATOR'S LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS
AGREEMENT (INCLUDING ANY TERMS AND CONDITIONS REFERENCED IN THIS AGREEMENT)
INCLUDING FOR ANY DIRECT DAMAGES ARISING FROM USER’S RELIANCE ON SITE
INFORMATION, WILL BE LIMITED TO U.S.$10.00 OR THE AMOUNT OF DIRECT DAMAGES
INCURRED BY USER IN RELIANCE ON THIS SITE OR ON SITE INFORMATION, WHICHEVER IS
LESS. USER AGREES THAT THIS IS USER’S
SOLE AND EXCLUSIVE REMEDY AND USER HEREBY RELEASES GPSXCHANGE.COM, ITS
OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEER ADMINISTRATORS FROM ALL OBLIGATIONS,
LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION.
Governing Law. This Agreement shall be
governed by the laws of the State of
SEVERABILITY. The invalidity or
unenforceability of any term or provision of this Agreement shall not affect
the validity or enforceability of any other term or provision of this
Agreement.
Attorney’s Fees. In any formal action or suit to enforce any right or
remedy under this Agreement or to interpret any provision of this Agreement, GpsXchange.com
will be entitled to recover its costs, including reasonable attorneys’ fees.
Complete Understanding: Modification. This Agreement constitutes the final,
exclusive and complete understanding and agreement of the Company and
Consultant with respect to the subject matter hereof. Any waiver, modification or amendment of any
provision of this Agreement shall be effective only if in writing and signed by
a GpsXchange.com
officer.
WAIVER.
No
waiver of any term, provision or condition of this Agreement whether by conduct
of otherwise in any one or more instances shall be deemed to be or construed as
a further or continuing waiver in any such term, provision or condition, or of
any other term, provision, or condition of this Agreement.