GTEAM TERMS OF SERVICE
Last Updated: March 16, 2013
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
AGREE: BY USING THE SERVICE OR CLICKING THE CHECKBOX "I AGREE TO GTEAM'S TERMS OF SERVICE" USER IS AGREEING TO BE BOUND BY THIS AGREEMENT.
This agreement is between Gehry Technologies, a California corporation (
), and the entity or individual agreeing to these terms (
). If the User is acting on behalf of an entity or organization, then this agreement is between such entity or organization and GTeam. This agreement provides User access and usage of GTeam's website and services, as specified on an order and with the main features below (
). Any software provided by GTeam for use with the Service is licensed under the end user license agreement provided with that software.
1. USE OF SERVICE
User grants GTeam the right to use, copy, distribute and otherwise make available all files uploaded by User (
) for the limited purposes of GTeam performing under this agreement. User retains full ownership of User files.
During the term of this agreement, Users may download the User Files with limited metadata from within the Service.
Third Party Access and Usage
User may allow its third party contractors to access the Services in compliance with the terms of this agreement, which access must be for the sole benefit of User. User is responsible for the compliance with this agreement by such contractors.
User (i) must keep its passwords secure and confidential; (ii) is solely responsible for User Files and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify GTeam promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's Help Guide and applicable law.
GTeam provides User support for the Service under the terms of GTeam's User Support Policy (
), which is located at
(after logging in) and is incorporated into this agreement for all purposes.
If User has registered for a trial use of the Service, User may access the Service for a time period agreed to by GTeam (
), which may be extended at the sole discretion of GTeam. The Service is provided AS IS, with no warranty during this time period. User Files will be deleted after the trial period, unless either this User converts its account to a paid Service, or the Trial Period is extended by GTeam.
GTeam may at its sole discretion offer User a Basic Plan for Services (
) at no cost. This Basic Plan may include limitations of functionality. Acceptance by user of the Basic Plan will constitute an order with fees due to GTeam of $US 0.00 per month under the terms of this agreement. Unless otherwise mutually agreed by GTeam and User, the Basic Plan service is limited to the capacity of 2GB of storage, 5 invited users and 1 project. GTeam may modify the terms of this Basic Plan upon reasonable commercial notification to User of such modifications, including without limitation modifying the available functionality available under the Basic Plan and amount of capacity provided, and may terminate the availability of the Basic Plan.
GTEAM DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE GTEAM TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, GTEAM DOES NOT GUARANTY THAT THE SERVICE CANNOT BE COMPROMISED.
Fees Owed by Paid Users
. User must pay all fees as specified a specified in the order, within 30 days of receipt of an invoice. User is responsible for the payment of all sales, use, withholding, VAT and other similar taxes associated with the applicable order. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
4. MUTUAL CONFIDENTIALITY
Definition of Confidential Information
Confidential Information means all non-public information disclosed by a party (
) to the other party (
), whether orally or in writing, that is designated as confidential (
). GTeam's Confidential Information includes without limitation the Service, and Licensed Software and Documentation (including without limitation the Service user interface design and layout, and pricing information).
Protection of Confidential Information
The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
5. GTEAM PROPERTY
Reservation of Rights
The software, workflow processes, user interface, designs, know-how, Licensed Software and Documentation (defined below), and other technologies provided by GTeam as part of the Service are the proprietary property of GTeam and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with GTeam. User may not remove or modify any proprietary marking or restrictive legends in the Service or Licensed Software and Documentation. GTeam reserves all rights unless expressly granted in this agreement.
User may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service or the Licensed Software and Documentation; or (vi) access the Service or use the Licensed Software and Documentation to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
Licensed Software and Documentation
All software provided by GTeam as part of the Service, and the Service documentation, sample data, marketing materials, training material and other material provided through the Service or by GTeam (
Licensed Software and Documentation
) are licensed to User as follows: GTeam grants User a non-exclusive license during the Term, to use and copy such Licensed Software and Documentation, solely in connection with the Service.
6. TERM AND TERMINATION
This agreement continues until all orders have terminated, or if there is no order then upon notice from GTeam (
If a User agreed to a month-to-month order for a fee, then this agreement continues from month to month, until either party terminates the order. No prepaid amounts are refundable.
If a User agreed to an annual order for a fee, then this agreement continues for a one-year period and automatically renews for additional one-year periods, unless either party provides notice of non-renewal at least 30 days prior to the renewal date. No prepaid amounts are refundable.
Mutual Termination for Material Breach
If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
Return of User Files
Within 30-days after termination, upon request GTeam will make the Service available for Users to download any previously uploaded User Files in native format.
After such 30-day period, GTeam has no obligation to maintain the User Files and may destroy them.
Return or Destroy GTeam Property Upon Termination
Upon termination of this agreement for any reason, User must pay GTeam for any unpaid amounts, and destroy or return all property of GTeam. Upon GTeam's request, User will confirm in writing its compliance with this destruction or return requirement.
Suspension of Service for Violations of Law.
GTeam may temporarily suspend the Service or remove the applicable User Files, or both, if it in good faith believes that, as part of using the Service, User has violated a law. GTeam will attempt to contact User in advance.
7. LIABILITY LIMIT
EXCLUSION OF INDIRECT DAMAGES
GTEAM IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF DATA, RECORDS OR INFORMATION; OUTDATED OR INCORRECT USER FILES; LOST PROFITS AND ANY FAILURE OF DELIVERY OF THE SERVICE).
TOTAL LIMIT ON LIABILITY
GTEAM'S LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE) DOES NOT EXCEED THE ACTUAL AMOUNT PAID BY USER WITHIN THE PRECEDING 12 MONTHS UNDER THIS AGREEMENT.
8. USER INDEMNITY
If any third-party brings a claim against GTeam related to User's acts, omissions, files or information within the Service, User must indemnify and hold GTeam harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.
9. GOVERNING LAW AND FORUM
This agreement is governed by the laws of the State of California, without regard to conflict of law principles. Any dispute arising out of or related to this agreement must be exclusively brought in the state and federal courts for Los Angeles County, CA. Both parties consent to the personal jurisdiction of such courts and waive any claim that it is an inconvenient forum. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.
10. OTHER TERMS
For purposes of service messages and notices about the Service, GTeam may send email notices to the email address associated with User's account.
Entire Agreement and Changes
This agreement and the order constitute the entire agreement between the parties, and supersede all prior or contemporaneous negotiations, agreements and representations, whether oral or written, related to this subject matter. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
The parties are independent contractors with respect to each other.
Enforceability and Force Majeure
If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Neither party is liable for force majeure events.
Money Damages Insufficient
Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
No Additional Terms
GTeam rejects additional or conflicting terms of any User form-purchasing document.
Order of Precedence
If there is an inconsistency between this agreement and an order, the order prevails.
Survival of Terms and no CISG
Any terms that by their nature survive termination or expiration of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
© Gehry Technologies Inc. All rights reserved