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GIGEE may collect two (2) types of information about you: Personal and Non-Personal.1.1 Personal Information
Personal Information refers to information that lets GIGEE know the specifics of who you are and which may be used to identify, contact or locate you (e.g. name, mailing address, telephone number and e-mail address). GIGEE may collect Personal Information when you use the GIGEE Properties including, without limitation, setting up account information, filling out surveys, corresponding with GIGEE, or otherwise volunteering information about yourself.1.2 Non-Personal Information
Non-Personal Information refers to information that, by itself, does not identify you as a specific individual (e.g. demographic information or website visitations). GIGEE may collect Non-Personal Information through any of the methods discussed above as well as automatically through use of industry standard technologies described further below.
The Personal Information practices set forth apply to all GIGEE's customers worldwide.2.1. Registration
Prior to using one or more of the GIGEE Properties, GIGEE may require certain Personal Information and Non-Personal Information to create an individual account ("Account") or to enable features or functionality of the GIGEE Properties. Failure to provide all required information required by GIGEE may prevent access to any or all GIGEE Properties, and failure to maintain accurate information may result in suspension or termination of access to any or all GIGEE Properties.2.2 Information Collected Through Technology
While you are able to visit the GIGEE Site and remain anonymous, GIGEE or its third party service providers may still collect Non-Personal Information about your use of the GIGEE Properties (e.g. your Internet browser, operating system, IP address, connection speed, and the domain name of your Internet service provider). Such information may be gathered by the following methods:
GIGEE may use Non-Personal Information for the purposes of system administration, assisting in diagnosing problems with GIGEE servers, monitoring GIGEE's system performance and traffic on the GIGEE Properties and to gather broad demographic information about GIGEE customers.3.2 Personalization
If you have registered for an Account, GIGEE may use your Personal Information to send e-mails regarding your registration, including confirmation to verify the accuracy of any information you have provided, and instructions on how to post Content. GIGEE may also send you e-mails to verify your identity or to notify you if GIGEE believes your use of GIGEE Properties violates any applicable agreement for the use of the GIGEE Properties.3.4 Advertising
GIGEE may use Non-Personal Information to assist in optimizing the delivery of advertisements to viewers of your Content.3.5 Promotional E-mails
GIGEE may use your Personal Information to send you e-mails periodically listing promotions or events relating to the GIGEE Properties or from GIGEE's marketing partners or sponsors. You have the choice to opt-out of receiving such promotional e-mails by sending an e-mail to [email protected] or following the instructions in such correspondence. Once GIGEE has processed your opt-out request, GIGEE will not send you promotional e-mails unless you opt back in to receiving such communications.3.6 Contact Information
If you contact GIGEE by telephone, e-mail or letter, GIGEE may keep a record of your contact information and correspondence. If you report a problem with the GIGEE Properties, GIGEE may collect this information in a file specific to you. You may contact GIGEE at [email protected] to request the removal of this information from GIGEE's database.
Upon request, GIGEE shall allow Users to update or correct Personal
Information previously submitted, but only to the extent such activities will not compromise privacy or security interests. Additionally, upon request, GIGEE shall delete Personal Information from the database where such information is stored; however, it may be impossible to entirely delete a User's entry without some residual information being retained due to the manner in which data backups are maintained. Requests to delete Personal Information shall be submitted to [email protected]
GIGEE does not sell, trade or rent Personal Information collected through the GIGEE Properties to any third party. Notwithstanding the foregoing, GIGEE shall: (1) fully cooperate with law enforcement agencies; and (2) may be required to disclose Personal Information upon receipt of a court order, subpoena, or to cooperate with a law enforcement investigation.
GIGEE takes appropriate security measures to protect against unauthorized access, alteration, disclosure or destruction of Personal Information. These include, but are not limited to, internal reviews of: (a) GIGEE's data collection; (b) storage and processing practices; (c) electronic security measures; and (d) physical security measures to guard against unauthorized access to systems where GIGEE stores Personal Information. All GIGEE employees, contractors and agents who access Personal Information are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution or unauthorized use or disclosure of Personal Information.6.2 Third Party Links
The GIGEE Properties may contain links to third parties who may collect Personal Information and Non-Personal Information directly from you. Additionally, GIGEE may use third parties to provide components of the GIGEE Properties. In either case, such third parties may have separate privacy policies and data collection practices, independent of GIGEE. GIGEE: (a) has no responsibility or liability for these independent policies or actions; (b) is not responsible for the privacy practices or the content of such websites; and (c) does not make any warranties or representations about the contents, products or services offered on such websites or the security of any information you provide to them.
Use of the GIGEE Properties is not intended for minors under the age of 18 ("Minors"). Minors are not authorized by GIGEE to use the GIGEE Properties, even if Minors set up an Account or accept the terms of any agreement for GIGEE Properties. Parents or guardians may authorize Minors between the ages of 13 and 17 to use the GIGEE Properties, provided they assume all responsibility and legal liability for the conduct of such Minor including, without limitation, monitoring the Minor's access and use of the GIGEE Properties. GIGEE does not intentionally collect nor maintain any personally identifiable information from Minors. If you discover your Minor child has submitted his/her information to GIGEE, you may request to have such information deleted from GIGEE's database by sending an e-mail request to [email protected] together with the e-mail address that was submitted by the Minor. Upon receiving the request, GIGEE shall delete such information within twenty (20) business days. If GIGEE learns that a Minor is using the GIGEE Properties, GIGEE will require verified parental or guardian consent, in accordance with the Children's Online Privacy Protection Act of 1998 ("COPPA").
PLEASE READ CAREFULLY - THIS IS A BINDING AGREEMENT BETWEEN GIGEE, Inc ("GIGEE") AND YOU, AND, IF APPLICABLE, THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, "YOU").
THIS AGREEMENT INCORPORATES BY REFERENCE (1) THE PRIVACY NOTICE, (2) THE TERM OF USE, (3) THE ACCEPTABLE USE POLICY, (4) THE SERVICE TERMS, AND (5) THE TRADEMARK GUIDELINES, AS THESE POLICIES AND TERMS MAY BE MODIFIED BY GIGEE OR ITS AFFILIATES FROM TIME TO TIME.
BY CLICKING THE "ACCEPT" BUTTON FOR THIS AGREEMENT OR ACCEPTING ANY MODIFICATION TO THIS AGREEMENT IN ACCORDANCE WITH SECTION 2 BELOW, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THIS AGREEMENT, IN WHICH CASE "YOU" SHALL MEAN SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE "DECLINE" BUTTON AND YOU MAY NOT USE THE SERVICES.Free Registration
Create your free GIGEE account today, create events, view live events, shop merchant stores, and start streaming live.
This Agreement includes the following Sections:
The services covered by this Agreement include both free services that GIGEE and its affiliates (referred to together herein as "we" or "us") make available for no fee (the "Free Services"), and services that we make available for a fee (the "Paid Services"). The Free Services and the Paid Services are referred to collectively in this Agreement as the "Services." Each Free Service and Paid Service is referred to individually as a "Service."1.1. Free Services
The Free Services include but are not limited to creating a profile, creating events, and streaming events via the GIGEE.me website.1.2. Paid Services
The Paid Services include all web services and any related support services that we make available to you for a fee, except those web services for which we specifically provide a separate customer agreement. Our Paid Services include, but are not limited to:
We may, at our sole discretion and without notice, (i) begin charging fees for a Free Service, in which case such Service will thereafter be deemed a Paid Service, or (ii) cease charging fees for a Paid Service, in which case such Service will thereafter be deemed a Free Service.
You agree that we may modify this Agreement, or any policy or other terms referenced in this Agreement and/or in the descriptions of the Paid Services as published on the GIGEE Website (collectively, "Additional Policies") at any time by posting a revised version of the Agreement or such Additional Policy on the GIGEE Website. The revised terms shall be effective as follows:
- if the revised terms are otherwise for any then-existing Paid Services, then the revised terms shall be effective upon the earlier to occur of (a) fifteen (15) days after posting and (b) if we provide a mechanism for your immediate acceptance of the revised terms, such as a click-through confirmation or acceptance button, your acceptance.
By continuing to use or receive the Services after the effective date of any revisions to this Agreement or any Additional Policies, you agree to be bound by the revised Agreement or any revised Additional Policies. It is your responsibility to check the GIGEE Website regularly for changes to this Agreement or the Additional Policies, as applicable. We last modified this Agreement on the date set forth at the top of this Agreement.
The term of this Agreement ("Term") will commence, and you may begin using the Services, once you agree to the terms and conditions of this Agreement by clicking the "Accept" button below and complete the registration process for your GIGEE Web Services account. The Agreement will remain in effect until terminated by you or us in accordance with this Section 3.3.2. Termination by You for Convenience
You may terminate this Agreement for any reason or no reason at all, at your convenience, by (i) providing us written notice of termination in accordance with this Section 3.2, and (ii) closing your account for any Service for which we provide an account closing mechanism. If such Paid Service requires a minimum service term or an advance notice of cancellation, your account will be closed at (a) the end of the minimum term of service as described in the service description on the GIGEE Website at the time of purchase, or (b) the end of the advance notice of cancellation period as described in the service description on the GIGEE Website at the time of purchase. Upon termination, all stored content and live streaming channels will be removed from the GIGEE servers and systems.3.3. Termination or Suspension by Us Other Than for Cause 3.3.1. Free Services
We may suspend your right and license to use any or all Free Services and any associated GIGEE Properties (as defined in Section 6.1 below), or, if you are only using Free Services, terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time, immediately upon notice to you in accordance with the notice provisions set forth in Section 15 below.3.3.2. Paid Services
We may suspend your right and license to use any or all Paid Services (and any associated GIGEE Properties), or terminate this Agreement in its entirety (and, accordingly, cease providing all Services to you), for any reason or for no reason, at our discretion at any time by providing you thirty (30) days advance notice in accordance with the notice provisions set forth in Section 15 below.3.4. Termination or Suspension by Us for Cause
We may suspend your right and license to use any individual Service or any set of Services, or terminate this Agreement in its entirety (and, accordingly, your right to use all Services), for cause effective as set forth below:
3.5. Effect of Suspension or Termination3.5.1. Suspension
Upon our suspension of your use of any Services, in whole or in part, for any reason, (i) fees will continue to accrue for any Services that are still in use by you (including Support), notwithstanding the suspension; (ii) you remain liable for all fees, charges and any other obligations you have incurred through the date of suspension with respect to the Services; and (iii) all of your rights with respect to the applicable Services shall be terminated during the period of the suspension.3.5.2. Termination
Upon termination of this Agreement for any reason: (i) you remain liable for all fees, charges and any other obligations you have incurred through the date of termination with respect to the Services; (ii) all of your rights under this Agreement shall immediately terminate; and (iii) you shall immediately return, or if instructed by us, destroy all GIGEE Confidential Information (as defined in Section 9 below) and any GIGEE Properties then in your possession.3.6. Survival
In the event this Agreement is terminated for any reason, Sections 3.5, 3.6, 3.7, 3.8, 4.2, 6, 8 (with respect to payments that are accrued but unpaid at the time of termination), and 9 through 16 will survive any such termination.3.7. Data Preservation in the Event of Suspension or Termination 3.7.1. In the Event of Suspension Other Than for Cause
In the event of a suspension by us of your access to any Service for any reason other than a for cause suspension under Section 3.4.1, during the period of suspension, (i) we will not take any action to intentionally erase any of your data stored on the Services; and (ii) applicable Service data storage charges will continue to accrue.3.7.2. In the Event of Termination Other Than for Cause
In the event of any termination by us of any Service or any set of Services, or termination of this Agreement in its entirety, other than a for cause termination under Section 3.4.1, (i) we will not take any action to intentionally erase any of your data stored on the Services for a period of thirty (30) days after the effective date of termination; and (ii) your post termination retrieval of data stored on the Services will be conditioned on your payment of Service data storage charges for the period following termination, payment in full of any other amounts due us, and your compliance with terms and conditions we may establish with respect to such data retrieval.3.7.3. In the Event of Other Suspension or Termination
Except as provided in Sections 3.7.1 and 3.7.2 above, we shall have no obligation to continue to store your data during any period of suspension or termination or to permit you to retrieve the same.3.8. Post-Termination Assistance
Following the suspension or termination of your right to use the Services by us or by you for any reason other than a for cause termination (i.e., a termination under Section 3.2 or under Section 3.3), you shall be entitled to take advantage of any post-termination assistance we may generally make available with respect to the Services, such as data retrieval arrangements we may elect to make available. We may also endeavor to provide you unique post-suspension or post-termination assistance, but we shall be under no obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to the Services or made available uniquely to you, shall be conditioned upon your acceptance of and compliance with any fees and terms we specify for such assistance.
Subject to your acceptance of and compliance with this Agreement and with the payment requirements for the Services that are set forth on the applicable Service detail page on the GIGEE Website (as such payment terms may be updated from time to time), we hereby grant you a limited, non-exclusive, non-transferable, non-sublicenseable right and license, in and under our intellectual property rights, to access and use the Services, solely in accordance with the terms and conditions of this Agreement.4.1. Permitted Uses Generally
4.1.1. You may enable access and use of Your Content by your end users in accordance with the terms of this Agreement. "Your Content" means any Application, data or other content that you may (a) provide to us pursuant to this Agreement, (b) make available to any end users in conjunction with the Services, or(c) develop, or use in connection with the Services. You are responsible for all terms and conditions applicable to Your Content.4.2. Restricted Uses Generally
4.2.1. You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Services.
4.2.2. You may not compile or use the GIGEE Properties or any other information obtained through the Services for the purpose of direct marketing, spamming, unsolicited contacting of sellers or customers, or other impermissible advertising, marketing or other activities including, without limitation, any activities that violate anti-spamming laws and regulations.
4.2.3. You may not remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right designation appearing on or contained within the Services or on any GIGEE Properties.
4.2.4. Subject to the terms and conditions of this Agreement, you may generally publicize your use of the Services; however, you may not issue any press release with respect to the Services or this Agreement without our prior written consent.
4.2.5. You may not publish content on the GIGEE.me website that we, at our sole discretion, deem offensive. This includes depictions of explicit sexual activities and extreme violence depicted for entertainment purposes.4.3. Accounts and Keys
Unless otherwise stated in the applicable Service Terms, you may only create one account per email address. GIGEE accounts are associated with one or more public key/private key pairs, which are used to access the service. You are fully responsible for all activities that occur under your Account Identifiers, regardless of whether such activities are undertaken by you or a third party. Therefore, you should contact us immediately if you believe a third party may be using your private key, or if your private key is otherwise lost or stolen. You are responsible for maintaining up-to-date and accurate information (including contact information) for your GIGEE account. We are not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of Your Content or other data which you submit or use in connection with your account or the Services.
You may only use the Services in accordance with the applicable Service Terms.
We may make available to you, for your installation, copying and/or use in connection with the Services, from time to time, a variety of software, data and other content and printed and electronic documentation (all such materials except those specifically made available by us under separate license terms, the "GIGEE Properties"). Subject to your acceptance of this Agreement, ongoing compliance with its terms and conditions with respect to the subject Service, and payment if and as required for your right to use the subject Service, we hereby grant to you, without the right to sublicense, a limited, non-exclusive, non-transferable license during the Term, under our intellectual property or proprietary rights in the GIGEE Properties, only to install, copy and use the GIGEE Properties solely in connection with and as necessary for your use of such Services and solely to the extent in compliance with all the terms and conditions of this Agreement. The GIGEE Properties may include without limitation:
Proprietary application programming interfaces ("APIs"); Developer tools for use in connection with the APIs; Articles and documentation for use in connection with the use and implementation of the APIs (collectively, "Documentation"); Specifications describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of a Service and its related APIs and other technology Textual materials made available as part of the Service ("Text Materials"); and Other forms of digital content, data, text, images, logos, user interface designs and other creative designs, audio and video (with the Text Materials, collectively, "GIGEE Content").
Sample source code which we may make available from time to time for use in connection with the Services ("Sample Source Code") and libraries which we may make available from time to time for use in connection with the Services ("Libraries") will be made available to you under separate license that accompanies each Sample Source Code or Library and the term "GIGEE Properties," as used herein, specifically excludes any Sample Source Code or Libraries made available to you under separate license.Except as may be expressly authorized under this Agreement:
Your use of any trademarks, service marks, service or trade names, logos, and other designations of GIGEE and its affiliates or licensors ("Marks") shall strictly comply with the Trademark Guidelines and the following provisions. You may use the Marks in conjunction with the display of the GIGEE Content and for the purpose of indicating that your Application was created using the Services. You must immediately discontinue use of any Mark as specified by us at any time in writing. We may modify any Marks provided to you at any time, and upon notice, you will use only the modified Marks and not the old Marks. Other than as specified in this Agreement, you may not use any trademark, service mark, trade name or other business identifier of GIGEE or its affiliates unless you obtain GIGEE's or its affiliates' prior written consent. In addition, you agree not to misrepresent or embellish the relationship between us and you, for example by implying that we support, sponsor, endorse, or contribute money to you or your business endeavors.6.3. Nonexclusive Rights
The rights granted by GIGEE in this Agreement with respect to the GIGEE Properties, the Marks and the Services are nonexclusive, and GIGEE reserves the right to: (i) itself act as a developer of products or services related to any of the products that you may develop in connection with the GIGEE Properties or via your use of the Services; and (ii) appoint third parties as developers or systems integrators who may offer products or services which compete with GIGEE or your Application.
In addition to our rights to terminate or suspend Services to you as described in Section 3 above, you acknowledge that: (i) your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to any Service; (b) in the event of a denial of service attack or other attack on the Service or other event that we determine, in our sole discretion, may create a risk to the applicable Service, to you or to any of our other customers if the Service were not suspended; or (c) in the event that we determine that any Service is prohibited by law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). Without limitation to Section 11.5, we shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able, we will endeavor to provide you email notice of any Service Suspension in accordance with the notice provisions set forth in Section 15 below and to post updates on the GIGEE Websites regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.7.2. Security
We strive to keep Your Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, without limitation to Section 4.3 above and Section 11.5 below, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content and Applications. We strongly encourage you, where available and appropriate, to (a) use encryption technology to protect Your Content from unauthorized access, (b) routinely archive Your Content, and (c) keep your Applications or any software that you use or run with our Services current with the latest security patches or updates. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content or Applications.
In consideration of your use of any of the Paid Services, you agree to pay applicable fees for Paid Services in the amounts set forth on the respective Service detail pages on the GIGEE Website. You are responsible for any fees assessed by GIGEE Payments for transactions that you submit to the Payment Service using GIGEE. Fees for any new Service or new Service feature will be effective upon posting by us on the GIGEE Website for the applicable Service. We may increase or add new fees for any existing Service or Service feature, or implement a fee for any previously Free Service or Free Service feature, by giving you 30 days' advance notice. Such notice will be posted on the GIGEE Website on the Service detail page for the affected Service. You agree that you are responsible for checking the GIGEE Website each month to confirm whether there are any new fees and their effective date(s). All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, VAT and applicable sales tax. You will provide such information to us as reasonably required determining whether we are obligated to collect VAT from you, including without limitation your VAT identification number.8.2. Payment
We may specify the manner in which you will pay any fees, and any such payment shall be subject to our general accounts receivable policies from time to time in effect. All amounts payable by you under this Agreement will be made without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you shall notify us and shall pay such additional amounts to us as necessary to ensure that the net amount that we receive, after such deduction and withholding, equals the amount we would have received if no such deduction or withholding had been required. Additionally, you shall provide us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.
You shall not disclose GIGEE Confidential Information during the Term or at any time during the three (3) year period following the end of the Term. As used in this Agreement, "GIGEE Confidential Information" means all non-public information disclosed by us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential.
GIGEE Confidential Information includes, without limitation, (i) non-public information relating to our or our business partners' technology, customers, business plans, promotional and marketing activities, finances and other business affairs (including, but not limited to, any information about or involving one of our so-called beta tests or a beta test product that you obtain as a result of your participation in such beta test), (ii) third-party information that we are obligated to keep confidential, and (iii) the nature, content and existence of any discussions or negotiations between you and us.
Confidential Information does not include any information described in Section 9.2 or any information that you are required to disclose by law.9.2. Excluded Information
Notwithstanding any other provision in this Agreement, you shall not have any confidentiality obligation to us under Section 9.1 above, with respect to any information provided or made available by us hereunder, and we shall not have any confidentiality or non-use obligation to you hereunder with respect to any information, software application, data or content provided or made available by you hereunder that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to the receiving party at the time of its receipt from the disclosing party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortuous act; or (iv) can be shown by documentation to have been independently developed by the receiving party.9.3. Conflict with Separate Non-Disclosure Agreement
If you and we are parties to a separate non-disclosure agreement ("Stand-Alone NDA") and there is a conflict between the terms of the Stand-Alone NDA and the terms of this Section 9, the terms of the Stand-Alone NDA shall control.
Other than the limited use and access rights and licenses expressly set forth in this Agreement, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to: (i) the Services; (ii) the GIGEE Properties; (iii) the Marks; and (iv) any other technology and software that we provide or use to provide the Services and the GIGEE Properties. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Services, the GIGEE Properties, the Marks, or other technology and software (including third party technology and software), except for the limited use and access rights described in this Agreement.10.2. Your Applications, Data and Content
Other than the rights and interests expressly set forth in this Agreement, and excluding GIGEE Properties and works derived from GIGEE Properties, you reserve all right, title and interest (including all intellectual property and proprietary rights) in and to Your Content. We will not disclose Your Content, except: (i) if you expressly authorize us to do in connection with your use of the Services; or (ii) as necessary to provide the Services to you, or to comply with the Agreement or the request of a governmental or regulatory body, subpoenas or court orders.10.3. Feedback
In the event you elect, in connection with any of the Services, to communicate to us suggestions for improvements to the Services, the GIGEE Properties or the Marks (collectively, "Feedback"), we shall own all right, title, and interest in and to the same, even if you have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and agree to provide us such assistance as we may require to document, perfect, and maintain our rights to the Feedback.10.4. Non-Assertion
During and after the term of the Agreement, with respect to any of the Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors business partners (including third party sellers on websites operated by or on behalf of us), licensors, sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such Services.
You represent and warrant that you will not use the Services, GIGEE Properties and/or your Application and Your Content: (i) in a manner that infringes, violates or misappropriates any rights of us or any third party; (ii) to engage in spamming or other impermissible advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations, including, without limitation, the CAN SPAM Act of 2003; (iii) in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including, without limitation, software, algorithms or other data that is subject to export GIGEE; and/or (iv) in a way that is otherwise illegal or promotes illegal activities, including without limitation, in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.11.2. Applications and Content
You represent and warrant: (i) that you are solely responsible for the development, operation, and maintenance of Your Content, including without limitation, the accuracy, security, appropriateness and completeness of Your Content and all product-related materials and descriptions; (ii) that you have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Your Content; (iii) that Your Content (a) does not violate, misappropriates or infringes any rights of us or any third party, (b) does not constitutes defamation, invasion of privacy or publicity, or otherwise violates any rights of any third party, or (c) is not designed for use in any illegal activity or to promote illegal activities, including, without limitation, use in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex religion, nationality, disability, sexual orientation, or age; (iv) that Your Content does not contain any unauthorized data, malware, viruses, Trojan horses, spyware, worms, or other malicious or harmful code (collectively "Harmful Components"); and (v) to the extent to which you use any of the Marks, that you will conduct your business in a professional manner and in a way that reflects favourably on the goodwill and reputation of GIGEE.11.3. Public Software and Feedback
You represent and warrant that you will not use, and will not authorize any third party to use, any Public Software in connection with the Services in any manner that requires, pursuant to the license applicable to such Public Software, that any GIGEE Properties or Services be (a) disclosed or distributed in source code form, (b) made available free of charge to recipients, or (c) modifiable without restriction by recipients. With respect to any Feedback, you represent and warrant that such Feedback, in whole or in part, contributed by or through you, (i) contains no third party software or any software that may be considered Public Software and (ii) does not violate, misappropriate or infringe any intellectual property rights of any third party. "Public Software" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU's General Public License (GPL), Lesser/Library GPL (LGPL), or Free Documentation License, (ii) The Artistic License (e.g., PERL), (iii) the Mozilla Public License, (iv) the Netscape Public License, (v) the Sun Community Source License (SCSL), (vi) the Sun Industry Standards License (SISL), (vii) the BSD License and (viii) the Apache License.11.4. Authorization and Account Information
You represent and warrant that: (i) the information you provide in connection with your registration for the Services is accurate and complete; (ii) if you are registering for the Services as an individual, that you are at least 18 years of age and have the legal capacity to enter into this Agreement; and (iii) if you are registering for the Services as an entity or organization, (a) you are duly authorized to do business in the country or countries where you operate, (b) the individual clicking "Accept" on this Agreement and completing the registration for the Services meets the requirements of subsection (ii) above and is an authorized representative of your entity, and (c) your employees, officers, representatives and other agents accessing the Services are duly authorized to access the Services and to legally bind you to this Agreement and all transactions conducted under your account.11.5. Disclaimers
GIGEE PROPERTIES, THE MARKS, THE SERVICES AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, CONTENT, IMAGES, MATERIALS AND OTHER DATA OR INFORMATION PROVIDED BY US OR OUR LICENSORS IN CONNECTION THEREWITH (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS". WE AND OUR LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS.
EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANYIMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WE AND OUR LICENSORS DO NOT WARRANT THAT THE SERVICE OFFERINGS WILL FUNCTION AS DESCRIBED, WILL BE UNINTERRUPTED OR ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT THE DATA YOU STORE WITHIN THE SERVICE OFFERINGS WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. WE AND OUR LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.11.6. Third Party Sites
The GIGEE Website and/or the Services may contain links to websites that are not under our control ("Third Party Sites"). We are not responsible for the contents or functionality of any Third Party Sites or any website that can be accessed via links on any Third Party Site. We provide these links to you as a convenience and the inclusion of any such links does not constitute or imply our endorsement or validation of any Third Party Site.11.7. LIMITATIONS OF LIABILITY
NEITHER WE NOR ANY OF OUR LICENSORS SHALL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; OR (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT. IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify, defend and hold us, our affiliates and licensors, each of our and their business partners (including third party sellers on websites operated by or on behalf of us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of (i) your use of the Services and/or GIGEE Properties in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, Additional Policies, and/or applicable law, (ii) Your Content, or the combination of either with other applications, content or processes, including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use, development, design, manufacture, production, advertising, promotion and/or marketing of Your Content, (iii) your violation of any term or condition of this Agreement or any applicable Additional Policies, including without limitation, your representations and warranties, or (iv) you or your employees' or personnel's negligence or wilful misconduct.12.2. Notification
We agree to promptly notify you of any claim subject to indemnification; provided that our failure to promptly notify you shall not affect your obligations hereunder except to the extent that our failure to promptly notify you delays or prejudices your ability to defend the claim. At our option, you will have the right to defend against any such claim with counsel of your own choosing (subject to our written consent) and to settle such claim as you deem appropriate, provided that you shall not enter into any settlement without our prior written consent and provided that we may, at any time, elect to take over control of the defense and settlement of the claim.
All Services provided to the U.S. Government are provided under the commercial license rights and restrictions generally applicable under this Agreement.13.2. Import and Export Compliance and Restrictions
You shall, in connection with your use of the Services or the GIGEE Properties, comply with all applicable import, export and re-export control laws and regulations of any country, including the U.S. Export Administration Regulations, the U.S. International Traffic in Arms Regulations, Council Regulation (EC) No 428/2009 on the control of exports of dual-use items and technology, and country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, including any measures implemented by the U.S. Office of Foreign Assets Control.
Notwithstanding anything to the contrary, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of GIGEE's or any third party's intellectual property and/or proprietary rights. Any dispute relating in any way to your visit to the GIGEE Website or to products or services sold or distributed by GIGEE or its affiliates in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $5,000 shall be adjudicated in any state or federal court in the city of Missoula, Montana, and you consent to exclusive jurisdiction and venue in such courts. You further acknowledge that our rights in the GIGEE Properties are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.14.2. Governing Law
By using the Services, you agree that the laws of the State of Montana, without regard to principles of conflicts of laws, will govern this Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to this Agreement.
Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of updated fees, etc.) will be posted on the GIGEE Website. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email.15.2. To Us
For notices made by you to us under this Agreement and for questions regarding this Agreement or the Services, you may contact GIGEE as follows:[email protected]
All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
If you authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, you shall be deemed to have taken the action yourself.16.2. Severability
If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.16.3. Waivers
The failure by us to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.16.4. Successors and Assigns
This Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.16.5. Entire Agreement
This Agreement incorporates by reference all policies and guidelines posted on the GIGEE Website, including all Additional Policies, and constitutes the entire agreement between you and us regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and us, whether written or oral, regarding such subject matter.16.6. No Endorsement
You understand and acknowledge that we are not certifying nor endorsing, and have no obligation to certify or endorse, any of your Applications or Your Content.16.7. Relationship
Nothing in this Agreement is intended to or does create any type of joint venture, creditor-debtor, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and us (or any of our affiliates).