THIS AGREEMENT CONTAINS INDEMNIFICATION OBLIGATIONS (SECTION 13), A LIMITATION OF LIABILITY (SECTION 14), A DISCLAIMER OF WARRANTIES (SECTION 15), AND A CHOICE OF VENUE CLAUSE (SECTION 17).
By using this Site, you agree to be bound by the Agreement, regardless of whether you are registered with this Site. You use of this Site is subject to your compliance with the Agreement. If you do not agree to be bound by the provisions of the Agreement, do not access or use this Site. The Agreement constitutes a legal and binding agreement between you and GleanView, LLC and its affiliates (“we,” “us,” “our”). Other than the Agreement, and any agreement between you and us regarding the sale of products/services, we will not enter into any other agreement with you through this Site. Your rights to access or use this Site may be limited further by federal, state, local, or jurisdictional laws, regulations and rules. We also may offer you the ability to connect with our Site, content and services using a mobile device, either through a mobile application or via a mobile optimized website. These Terms apply to all such mobile access and use of mobile devices.
1. Changes to the Agreement
We reserve the right, in our discretion, to add, change, delete, revise or update these Terms (“Changes”) at any time without notice to you. Any Changes will be effective immediately upon their publication on this Site. Accordingly, you agree that your continued access to and use of this Site after any Changes will constitute your agreement to be bound by those Changes. Because of the possibility that these Terms could change between your visits to this Site, we recommend that you check these Terms each time you visit this Site.
2. Scope of the Agreement
The Agreement governs your access to and use of this Site and all applications and services, including the sale of products/services, available via this Site (collectively, the “Services”), except to the extent the Services are the subject of a separate agreement. You agree that we may provide you notices and other information concerning the Agreement and this Site electronically, including via any email address that you provide us.
We cannot guarantee the availability of all of the Services displayed on this Site at all times.
Your interactions and business dealings with users on this Site, and our business partners, advertisers and sponsors, including the purchase and sale of goods and services from such persons, are solely between you and such users, business partners, advertisers and sponsors. We are not responsible for any consequences of your interactions and business dealings with such users, business partners, advertisers and sponsors.
Certain portions of this Site will require you to register and provide information that may personally identify you. You represent and warrant that the information you provide is accurate, current and complete (apart from optional items), and you will maintain and update the information to keep it accurate, current and complete. We are not required to provide you with any particular amount of bandwidth for your account or profile. We reserve the right to modify or discontinue your profile at any time.
5. Site and Content Ownership
We own this Site. All and any intellectual property rights (collectively, the “Intellectual Property”), including the text, graphics, images, software, audio and video clips, links, logos, icons and other items and materials appearing on this Site (collectively, the “Content”), are our exclusive property and/or the exclusive property of individuals or entities with whom with we have relationships. All custom text, graphics, images, audio and video clips, logos, icons and other items contained on this Site are our trademarks, trade dress or service marks (collectively, the “Marks”), and/or the trademarks, trade dress or service marks of other individuals or entities that have granted us a license to use the Marks.
Please do not send unsolicited ideas to us, including ideas for features, processes, product improvements, marketing ideas, products or product names, promotions or software code. Neither we nor any of our employees accept or consider unsolicited ideas. This policy is intended to avoid misunderstandings or disputes when our products, services, or marketing strategies seem similar to unsolicited ideas that were submitted by users. If you send us unsolicited ideas anyway, then regardless of what your submission states, your ideas will automatically become our property, without compensation to you; you hereby assign all of your right, title and interest in and to such ideas to us; and we can use the ideas for any purpose and in any way without any obligation to you.
The Intellectual Property, the Content and the Marks are protected by copyright, trade secret, trademark, trade dress, service mark, unfair competition and other applicable laws, regulations and rules in the United States and other jurisdictions, whether or not such protections are expressly identified in these Terms. Except to the extent expressly provided in these Terms, you may not amend, assign, change, communicate, convey, copy, create derivative works from, display, distribute, exploit, export, import, lease, loan, modify, post, publish, redistribute, rent, reproduce, republish, retransmit, revise, sell, transfer, transmit, update, upload or otherwise use, in whole or in part, the Intellectual Property, the Content or the Marks, or any portion thereof, without our prior express written consent. Nothing contained in this Agreement may be construed as conferring a license from us to you of any Intellectual Property, Content or the Marks, whether by estoppel, implication, waiver or otherwise.
6. Restrictions on the Use of this Site
In addition to the other restrictions contained in the Agreement, you acknowledge and agree that you will not, directly or indirectly, without our prior express written consent, do any of the following:
As a courtesy to you, this Site may contain links to websites and resources owned by other individuals and entities, including those of our business affiliates and sponsors, or may bring such third party material and resources into this Site via “inverse hyperlinks” and framing technology (collectively, the “Third Party Sites”). We have no access to or control over Third Party Sites or cookies used by Third Party Sites. When you access those links, you are leaving this Site and are accessing the Third Party Sites at your own risk. We do not endorse and are not responsible for the information and content contained on Third Party Sites; nor are we responsible for maintaining links to or availability of Third Party Sites. It is your responsibility to guard against any computer viruses, “time bombs,” “Trojan Horses,” “worms” or any other malicious agents, code, files, programs, routines, scripts or software that could alter, damage, destroy, diminish the quality of, expropriate, impair or limit the functionality of, intercept, interfere with, or interrupt your computer system.
We prohibit you from linking to any page of this Site (including through deep links or framed links) in the absence of a separate linking agreement with us or to the extent permitted in the immediately following paragraph. Any website or other device that links to https://gleanview.com or any pages or sub-domains is prohibited, without our prior express written consent, from (a) replicating this Site, the Services or the Content, (b) using a browser or border environment around this Site or the Content, (c) implying in any fashion that we or any of our business partners or sponsors are endorsing it or its products/services, (d) stating any fact, or failing to state any fact, that is misleading or that otherwise implies that we or any of our business partners or sponsors are endorsing it or any of its products/services or that we or any of our business partners or sponsors has any relationship with it, (e) presenting false information about us or our products/services, and (f) using any of the Intellectual Property, the Content or the Marks, except to the extent expressly permitted by the next paragraph. Your interactions and business dealings with advertisers on this Site, and our business partners and sponsors, including the purchase and sale of goods and services, are solely between you and such advertisers, business partners and sponsors. We are not responsible for any consequences of your interactions and business dealings with such advertisers, business partners and sponsors.
8. Member Account, Password and Security
Certain visitors using this Site and our Services will be required to select a username and password. If this applies to you, you are entirely responsible for maintaining the confidentiality of your username and password. Do not share your username or password with others. Furthermore, you are entirely responsible for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. We will not be liable for any loss that you may incur as a result of someone else using your account or password, either with or without your knowledge. However, you could be held liable for losses incurred by us or another party due to any authorized or unauthorized use of your account. You may not use another’s account without the permission of the account holder.
9. Site Connection and Monitoring
You acknowledge and agree that you are responsible for (a) providing all personal computer and communications equipment necessary to access and use this Site, (b) all charges related to connecting to this Site, and (c) obtaining or providing all telephone access lines, telephone and computer equipment (including modems), or other access devices that are necessary to access and use this Site. Any dispute or problem regarding internet connection is between you and your internet service provider.
We are under no obligation to monitor this Site. However, you acknowledge and agree that we may monitor this Site to (a) comply with any necessary laws, regulations and rules, (b) operate this Site properly, or (c) protect us, you, other users, or our business partners and sponsors.
10. Site Location; International Users
This Site originates from St. Augustine, Florida, United States of America. We make no representations or warranties that this Site, the Services and/or the Content are appropriate or available for use in any location other than St. Augustine, Florida, including any location outside of the United States. The United States and certain other jurisdictions control the export of products, services and information. You agree that you will comply with all of the United States’ and other applicable jurisdictions’ laws, rules and regulations regarding (a) the import, export and re-export of the Services and the Content to individuals or entities located outside of the United States, (b) content posted, published and/or transmitted over the Internet, and (c) the posting, publishing and/or transmission of technical data imported, exported or re-exported from the United States or the country in which you physically reside.
We may, in our discretion, discontinue, limit, suspend or terminate your access to and/or use of this Site, the Services and/or the Content at any time, and for any reason (including your noncompliance with the Agreement, conduct by you that we believe is or may be harmful to us or others, and conduct by you that violates any applicable law), or for no reason. We can do this without notice to you, even if other individuals and entities continue to have access to and use of this Site, the Services and/or the Content. If we discontinue, suspend or terminate your access to or use of this Site, the Service and/or the Content, you agree that you will immediately (a) discontinue your access to and use of this Site, the Services and/or the Content and (b) destroy any copies of the Content in your possession. Your access to or use of this Site, the Services or the Content after any discontinuation, suspension or termination will constitute an act of trespass.
You agree to defend, hold harmless, indemnify, compensate, reimburse and release us, and our successors, assigns, partners, members, owners, shareholders, trustees, directors, officers, affiliates, employees, licensors, licensees, agents and representatives (collectively the “Indemnified Parties”), from and against any awards, claims, costs, damages, expenses (including reasonable attorneys’ and paralegals’ costs, expenses and fees and other expenses and fees associated with litigation), fees, judgments, losses, penalties and settlements incurred by the Indemnified Parties arising out of or related to (a) your access to or use of this Site, the Services, the Content, the Third Party Sites or the Internet, (b) your posting, publishing or transmitting of any material on, through or to this Site or the Third Party Sites, (c) any discontinuation, suspension or termination of this Site, the Services or the Content, caused by your actions, and (d) your violations of any of the provisions of the Agreement.
YOU HEREBY WAIVE ALL LAWS THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING INDEMNIFICATION, RELEASE AND HOLD HARMLESS PROVISIONS, INCLUDING THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
13. Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY LAW, WE, ON BEHALF OF OURSELVES AND THE REMAINING INDEMNIFIED PARTIES, EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY CONSEQUENTIAL, DIRECT, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL OR OTHER CLAIMS, DAMAGES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ AND PARALEGALS’ COSTS, EXPENSES AND FEES) OR LOSSES, INCLUDING DAMAGES FOR LOSS OF USE OF THE SERVICES, THE CONTENT OR ACCESS TO THIS SITE FOR WHATEVER REASON INCLUDING MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, FAILURE TO PERFORM DUE TO ACTS OF GOD, THEFT, DESTRUCTION OR UNAUTHORIZED USE OF RECORDS OR PROGRAMS, LOST ACCESS TO THIS SITE, LOST GOODWILL OR PROFITS, OR OTHER INTANGIBLE LOSSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR ANY OTHER THEORY OF LIABILITY, WHETHER INCURRED BY YOU OR ANY THIRD PARTY, ARISING OUT OF, BASED UPON, CONNECTED WITH, INCIDENTAL TO OR RELATED TO THE FOLLOWING:
IN THE EVENT ANY INDEMNIFIED PARTY IS FOUND TO BE RESPONSIBLE TO YOU FOR ANY CLAIM, DAMAGE, EXPENSE OR LOSS, SUCH INDEMNIFIED PARTY WILL BE LIABLE ONLY FOR ACTUAL CLAIMS, DAMAGES, EXPENSES OR LOSSES. TO THE FULLEST EXTENT ALLOWED BY LAW, YOUR REMEDIES CONTAINED IN THE AGREEMENT ARE EXCLUSIVE.
Before seeking legal recourse for any claim, cost, damage, expense or claim that you believe you have suffered as a result of your access to or use of this Site, the Services or the Content, you acknowledge and agree that you will give us at least thirty (30) days’ written notice prior to initiating any legal action, which notice must specify the claim, cost, damage or expense.
14. Disclaimer of Warranties
THIS SITE, THE SERVICES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR ACCESS TO THIS SITE AND YOUR USE OF THE SERVICES, THE CONTENT AND THE INTERNET, ARE AT YOUR SOLE RISK. YOU SOLELY ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR FOR ANY LOSS OF DATA RESULTING FROM YOUR ACCESS TO OR USE OF THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET.
NEITHER WE, NOR ANY OF THE REMAINING INDEMNIFIED PARTIES, MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND REGARDING (A) THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET, INCLUDING WITH RESPECT TO THE ACCURACY, APPROPRIATENESS, AVAILABILITY, COMPLETENESS, FREEDOM FROM VIRUSES, BUGS, ERRORS OR OTHER HARMFUL COMPONENTS, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, PERFORMANCE, QUALITY, SECURITY OR TIMELINESS OF THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET, OR (B) THE THIRD PARTY SITES.
NO ORAL ADVICE FROM US OR ADVICE OR INFORMATION PROVIDED ON THIS SITE SHALL CREATE ANY WARRANTY THAT WE HAVE NOT OTHERWISE EXPRESSLY STATED IN THE AGREEMENT. TO THE FULLEST EXTENT ALLOWED BY LAW, WE, TOGETHER WITH OUR AFFILIATES AND LICENSORS, EXPRESSLY DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES AND ENDORSEMENTS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES BASED ON TRADE USAGE, COURSE OF PERFORMANCE OR COURSE OF DEALING, IN EACH CASE REGARDING THIS SITE, THE SERVICES, THE CONTENT OR THE INTERNET. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE LIMITATIONS CONTAINED IN THIS SECTION OF THE AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY LAW, BUT SHALL IN NO EVENT EXCEED $500.00.
YOU ACKNOWLEDGE AND AGREE THAT THE PROVISIONS CONTAINED IN THESE TERMS ARE FAIR AND REASONABLE.
15. Survival of Certain Provisions
The termination or expiration of the Agreement (or any portion thereof) for any reason will not terminate the obligations or liabilities of the parties under the Agreement, including those regarding warranties, liabilities, proprietary rights and any others that by their sense and context are intended to survive the execution, delivery, performance, termination and expiration of the Agreement (or such portion thereof).
16. Governing Law and Venue
Regardless of where you are located or where you access the Site, this Agreement will be governed by, interpreted and construed in accordance with the laws of the STATE OF FLORIDA, without giving effect to choice of law or any conflicting rules. The laws of the STATE OF FLORIDA will control the interpretation and construction of this Agreement, even if under another jurisdiction’s choice of law or conflict of law analysis, the substantive law of another jurisdiction ordinarily would apply. Your use of the Site may be subject to other laws applicable to you and your business.
You irrevocably and unconditionally submit to the EXCLUSIVE JURISDICTION AND VENUE of any Florida state court or United States federal court sitting in or having jurisdiction over Duval County, Florida and any appellate court from any such state court or federal court (each individually, a “Designated Court”), in any action, claim, complaint, demand, suit or proceeding arising out of this Agreement or your use of the Service (each a “Proceeding”), and you irrevocably and unconditionally waive, to the fullest extent legally permitted, any objection to the laying of venue in any Designated Court and the claim or defense of an inconvenient forum.
17. Force Majeure.
Whenever any action is required to be taken by us within a specified period of time, we will have such additional period of time as equals any period of delay resulting from causes beyond our reasonable control, including actions of or interference by governmental or other regulatory authorities, acts of God (including floods, hurricanes and other acts of nature), acts of terrorism, fire, labor disturbance, wars, riots, civil disturbances, Internet failures, computer equipment failures, telecommunications failures, electrical and equipment failures, or fluctuations or losses in air conditioning, heat or light.
18. Miscellaneous Terms
If any provision of the Agreement is found to be invalid or unenforceable by any court having competent jurisdiction, such invalidity or unenforceability will not affect the validity or enforceability of the remaining provisions of the Agreement, which will remain in full force and effect. No waiver of any provision of the Agreement will be deemed a further or continuing waiver of the provision, or of any other provision. We may assign our rights and obligations under the Agreement to any individual or entity at any time and without notice to you. The section headings used in the Agreement are for convenience only and have no legal effect. The use in this Agreement of the word “including” or “includes” means “including without limitation” or “includes without limitation.”
19. User Eligibility; Minors
If you are under the age of 18, you may not access or use this Site. If we become aware that a minor has provided or attempted to provide us with Personal Information, we will use our best efforts to remove the personal information permanently from our files, and will take any additional required measures under the Children’s Online Privacy Protection Act of 1998.
20. Non-Discrimination Statement.
We do not discriminate on the bases of age, color, disability, gender identity, national origin, race, religion, reprisal, sex and or any other protected status under applicable law.
21. Special Provisions Applicable to Users from Outside the United States
If you are a user of this Site located outside the United States, you agree that your personal information may be processed in and transferred to the United States. You agree to refrain from accessing and using this Site if you are in a country embargoed by the United States, you are listed in the annex to, or are otherwise subject to the provisions of, U.S. Executive Order No. 13224, you are named on the most current Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset Control, or you are subject to trade restrictions under the laws of the United States, including the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any executive orders or regulations promulgated thereunder.
We are not responsible for any user, any information or any transaction facilitated using this Site that is in violation of applicable federal, state, local, or jurisdictional laws, regulations and rules.
22. Violations and Reports
If you are aware of any violations of these Terms, please report them to email@example.com, or 405 Golfway West Drive, Suite 302, St. Augustine, Florida 32095.
23. Infringement Claims; Takedown
We respect the intellectual property rights of others, and we prohibit users from uploading, posting or otherwise transmitting on this Site or by use of any of our Services any materials that violate another party's intellectual property rights. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the accounts of users who may repeatedly infringe or violate the copyrights or other intellectual property rights of any party.
You may send your Notification of Alleged Infringement to this Site’s Agent for Notice of claims of copyright or other intellectual property infringement, as set forth below (“Agent for Notice”).
By Mail: at 405 Golfway West Drive, Suite 302, St. Augustine, Florida 32095 By phone: (888) 590-9659 By email: firstname.lastname@example.org
You may send your Counter Notification to this Site’s Agent for Notice, as set forth above. If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after 10 business days but no later than 14 business days from the date we receive your Counter Notification, unless our Agent for Notice first receives notice from the party filing the original Notification of Alleged Infringement informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question.
If you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney’s fees. Filing a false form may constitute perjury.
Revision Date: February 12, 2016
Copyright ©2016 GleanView, LLC, All Rights Reserved.