TERMS AND CONDITIONS
GPS PROOF WEB SITE TERMS AND CONDITIONS OF USE PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. THESE TERMS AND CONDITIONS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEB SITE. YOU AGREE TO CHECK FOR UPDATES TO THESE TERMS AND CONDITIONS OF USE. BY USING THIS WEB SITE, YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS OF USE. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS OF USE, THEN DO NOT USE THIS WEB SITE.
GPS Proof is owned by Vital Catalyst, LLC.. ("Vital Catalyst", "we" or "us") and provides small businesses and organizations with a way to organize their customer information and workload. The following are the terms and conditions of use for access to and use of the GPS Proof website and the services that are located in the www.gpsproof.com domain. By accessing this web site, you accept these Terms and Conditions of Use.
1. Copyright and Trademark Information
Copyright © 2012 Vital Catalyst, LLC. All Rights Reserved. This web site, and the information which it contains, is the property of Vital Catalyst and its affiliates and licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, "GPS Proof" and the Vital Catalyst logo are registered trademarks of Vital Catalyst under the applicable laws of the United States and/or other countries. Other Vital Catalyst product or service names or logos appearing in this web site are either trademarks or registered trademarks of Vital Catalyst and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of Vital Catalyst's trademark or other intellectual property rights concerning that name or logo.
2. GPS Proof Website — Terms and Conditions
3. Representations and Acknowledgements
Subject in each case to the terms listed in the remainder of this Agreement, you hereby represent, acknowledge and agree that:
- The GPS Proof website may only be used for lawful purposes.
- The GPS Proof website may not be used for hosting content, including images and documents, that infringes on the intellectual property rights of others, including copyright, trademark and patent infringement, or that includes any obscene or libelous material or other material that violates any applicable law or regulation.
- You will comply with the restrictions on use of the GPS Proof website as set forth or referenced in this Agreement.
- In your use of the GPS Proof website, you agree to represent you or your organization accurately and will not impersonate any other person, whether actual or fictitious.
- You agree to not interfere with or disrupt the GPS Proof website or any related Vital Catalyst websites or servers or networks connected to the GPS Proof website or any related GPS Proof or Vital Catalyst websites.
- If you are accessing or using the GPS Proof website through a Third Party Service, you will abide by this Agreement regardless of anything to the contrary in your agreement with such third party. You shall not use such Third Party Service to avoid the restrictions set forth in this Agreement.
Documents and images hosted on GPS Proof website-controlled servers may only be used in connection with the GPS Proof website and for no other purpose whatsoever.
4.0 Prohibited Content.
Vital Catalyst prohibits the use of the GPS Proof website by any person or entity that:
- Provides, sells or offers to sell any of the following products or content (or services related to the same): pornography or illicitly pornographic sexual products, including but not limited to magazines, video and software; escort services; dating services; adult "swinger" promotions; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons.
- Displays or markets material that exploits children, or otherwise exploits children under 18 years of age.
- Provides, sells or offers products, services or content frequently associated with unsolicited commercial email, a.k.a. spam, such as online and direct pharmaceutical sales, including but not limited to health and sexual well-being products, work at home businesses, credit or finance management, including but not limited to credit repair and debt relief offerings and stock and trading tips, and mortgage finance offers, DJ/nightclub, event/club promotions/party lists, and odds making and betting/gambling services, including but not limited to poker, casino games, horse and dog racing and college and pro sporting events.
- Provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content.
- Posts or discloses any personally identifying information or private information about children without their consent (or their parents' consent in the case of a minor).
- Sells or promotes any products or services that are unlawful in the location at which the content is posted or received.
- Introduces viruses, worms, harmful code and/or Trojan horses on the Internet.
- Promotes, solicits or participates in pyramid schemes or multi-level channel and/or network marketing (MLM) businesses, including but not limited to personal work-at-home offers promoting "get rich quick", "build your wealth" and "financial independence" offerings.
- Engages in any libelous, defamatory, scandalous, threatening, or harassing activity.
- Posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.
- Markets to third party voter registration lists.
- Provides content, including images, of authors, artists, photographers or others without the express written consent of the content owner.
We may, in our sole discretion, immediately disable your access to the GPS Proof website if we believe, in our sole discretion, that you have violated any of the policies listed above or this Agreement.
5. Restrictions and Responsibilities
5.1 No Rights in Software. This is an Agreement for services and access to this website, and you are not granted a license to any software by this Agreement. You will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the GPS Proof website or any software, documentation, or data related to the GPS Proof website ("Software"); remove any proprietary notices or labels from the GPS Proof website or any Software, modify, translate, or create derivative works based on the GPS Proof website or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the GPS Proof website or any Software. You may not display, copy, reproduce, or distribute the Software, any component thereof, any documentation provided in connection with the GPS Proof website or the Software, or any content, including but not limited to newsletters, distributed to you by Vital Catalyst in connection with the GPS Proof website. Violation of these restrictions may result in the termination of this Agreement by us.
5.2 Permitted Use of the GPS Proof website. The GPS Proof website shall be used for your internal business (which includes civic or charitable) purposes only, and you shall not use the GPS Proof website or any Software for timesharing or service-bureau purposes or otherwise for the benefit of a third party. If you are using the GPS Proof website in any jurisdiction which restricts the ability of a software provider to restrict your right to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software or GPS Proof website, then you hereby covenant that, prior to engaging in such activities, you will first request that we perform such work at our standard professional services rates. We can then decide either: (i) to perform the work in order to achieve such interoperability and charge its then standard rates for such work to you; or (ii) to permit you to reverse engineer parts of the Software in order to obtain such source code, but only to the extent necessary to achieve such interoperability or (iii) provide you with the information that you need regarding the Software for the purpose for which applicable law permits you to engage in such activities despite a contractual prohibition on such activities.
5.3 Compliance with Laws; Monitoring. You shall use the GPS Proof website only in compliance with this Agreement and all applicable U.S., state, local and international laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation, copyright and trademark infringement and child protective email address registry laws). Although we have no obligation to monitor your use of the GPS Proof website, we may do so and prohibit any use of the GPS Proof website that we believe may be (or is alleged to be) in violation of the foregoing.
5.4 Your Information. In using the varied features of the GPS Proof website, you may provide information about yourself or your employer (such as name, contact information, or other registration information) to Vital Catalyst. Vital Catalyst may use this information and any technical information about your use of the GPS Proof website to tailor its presentations to you, facilitate your movement through the website, or communicate separately with you. Except as described above. Vital Catalyst will not provide your information, including your contact and account information, to third parties who you have not authorized to receive such information, except as required by law or court order, including without limitation judicial process and law enforcement, or in the good-faith belief that such action is necessary to comply with law or a court order.
5.5 Intellectual Property Matters. You agree that you will not upload or transmit any content of any type to this website or in connection with the GPS Proof website that infringe, misappropriate or violate any rights of any party. By submitting ideas, concepts, inventions, or content to this website or using them in connection with the GPS Proof website, you agree that such submission is non-confidential for all purposes. If you make any such submission, you agree that you will not send or transmit to us or to any third party using the GPS Proof website, any communication or content that infringes or violates any rights of any party. If you submit any business information, ideas, concepts or inventions or content to us by email, you agree such submission is non-confidential for all purposes. If you make any submission to this website or if you submit any business information, idea, concept, invention or content to us by email or use any business information, idea, concept, invention or content in connection with the GPS Proof website, you automatically grant, or warrant that the owner of such content or intellectual property has expressly granted, us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license, with the right to sublicense, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display such content in any manner.
You may terminate this Agreement at any time by contacting customer support by email at firstname.lastname@example.org or by telephone at 1 (407) 982-5200. We may terminate this Agreement or the GPS Proof website, disable your account or put your account on inactive status, in each case at any time with or without cause, and with or without notice, and may permanently delete any of your data. We shall not have any liability to you or any third party because of such termination or action. All sections of this Agreement that by their nature should survive termination will survive termination, including, without limitation, copyright and trademark information, GPS Proof website - terms and conditions, restrictions and responsibilities, termination, indemnification, warranty disclaimers; remedies, limitation of liability and miscellaneous.
You hereby agree to defend, indemnify and hold harmless Vital Catalyst and its business partners, third-party suppliers and providers, licensors, officers, directors, employees, distributors and agents against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys fees) in connection with any claim or action that (i) arises from any alleged breach of this Agreement, (ii) arises from the content or effects of any instructions you receive or actions you take based on information in the GPS Proof website or (iii) otherwise arises from or relates to your use of the GPS Proof website. In addition, you acknowledge and agree that we have the right to seek damages if you use the GPS Proof website for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with the terms of this Agreement, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages and attorney fees. In addition, in the event that we are required to respond to a third party or law enforcement subpoena that is related to your use of the GPS Proof website, we may, in our sole discretion, require you to reimburse us for our reasonable expenses associated with complying with such subpoena.
8. Warranty Disclaimer; Remedies
USE OF THE GPS PROOF WEBSITE AND ANY RELIANCE BY YOU UPON THE WEBSITE, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. WE DO NOT WARRANT THAT THE USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE. THE GPS PROOF WEBSITE IS PROVIDED "AS IS" AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Your sole and exclusive remedy for any failure or nonperformance of the GPS PROOF website shall be for us to use commercially reasonable efforts to adjust or repair the GPS Proof website.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL VITAL CATALYST OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "VITAL CATALYST") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF VITAL CATALYST SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, VITAL CATALYST IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF VITAL CATALYST TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100, LESS ANY DAMAGES PREVIOUSLY PAID BY VITAL CATALYST. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
10. Restricted Persons; Export of GPS Proof website or Technical Data
You hereby warrant that you are not a Restricted Person. For purposes of this Agreement, you are a Restricted Person if you or any officer, director, or controlling shareholder of the entity on behalf of which you are using the GPS Proof website is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify us within twenty-four (24) hours and we shall have the right to terminate any further obligations to you, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to us. You agree that you shall not utilize the GPS Proof website to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the GPS Proof website, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
11. Third-Party Websites and Services; No Implied Endorsements
12. Monitoring Communications
You understand, agree and acknowledge that we may in our sole discretion, but are not obligated to, monitor or record any of your telephone conversations with us for quality control purposes, for purposes of training our employees and for our own protection. You acknowledge and understand that not all telephone lines or calls are recorded by us, and we do not guarantee that recordings of any particular telephone calls will be retained or are capable of being retrieved.
13. Notice and Take Down Procedures; Copyright Agent
If you believe any materials accessible on or from the GPS Proof website infringe your copyright or other intellectual property, you may request removal of those materials (or access thereto) from the GPS Proof website by contacting our copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Your name, address, telephone number and (if available) email address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
Our agent for copyright issues relating to this website and the products is as follows:
Vital Catalyst, LLC..
1857 Sanderling Drive
Clermont, FL 34711
Phone: (407) 982-5200
Fax: (866) 503-8878
In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, of subscribers and account holders of this website who are repeat infringers.
14. Username and Password
You are responsible for maintaining the security of your account, passwords, and files. We will accept the instructions of any individual who claims to be authorized to direct changes to your account so long as such person presents your username and password or provides other appropriate account identifying information as determined by us in our discretion, by email or by phone, or through a Third Party Service, if any, through which you access the GPS Proof website. We have no knowledge of your organizational structure, including if you are registering for the GPS Proof website as an entity, or your personal relationships, if you are a person. We shall not be responsible for the actions of any individuals who misuse or misappropriate your assets using your username and password or other appropriate account identifying information.
15. Forward-Looking Statements
You acknowledge that this website contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Vital Catalyst. These forward-looking statements regarding Vital Catalyst are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of Vital Catalyst management. Words such as "expect," "anticipate," "should," "believe," "hope," "target," "project," "goals," "estimate," "potential," "predict," "may," "will," "might," "could," "intend," variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Vital Catalyst's control. Vital Catalyst's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including those risk factors contained in documents that may be filed by Vital Catalyst from time to time with the Securities and Exchange Commission, including but not limited to Vital Catalyst's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Past performance is not necessarily indicative of future results. Vital Catalyst undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
16.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
16.2 Vital Catalyst and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. Notwithstanding the foregoing to the contrary, in no event shall the terms and conditions of this Agreement modify any other agreement between you and Vital Catalyst and, in the event of any conflict between the terms and conditions hereof and the terms and conditions of any other agreement between you and Vital Catalyst, the terms and conditions of such other agreement with Vital Catalyst shall control.
16.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Vital Catalyst in any respect whatsoever.
16.4 In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
16.5 The Agreement shall be governed by the laws of the Florida, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Orlando, Florida.
Created January 2013