You
and the Site agree that we may access, store, process,
and use any information and personal data that you
provide following the terms of the Privacy Policy and
your choices (including settings).
By
submitting suggestions or other feedback regarding the
Site, you agree that we can use and share such feedback
for any purpose without compensation to you.
We
do not assert any ownership over your Contributions. You
retain full ownership of all of your Contributions and
any intellectual property rights or other proprietary
rights associated with your Contributions. We are not
liable for any statements or representations in your
Contributions provided by you in any area on the Site.
You are solely responsible for your Contributions to the
Site and you expressly agree to exonerate us from any
and all responsibility and to refrain from any legal
action against us regarding your Contributions.
As
part of the
functionality of the
Site, you may link your
account with online
accounts you
have with third-party
service providers (each
such account, a
“Third-Party Account”)
by either: (1) providing
your Third-Party Account
login information
through the Site; or (2)
allowing us to access
your Third-Party
Account, as is permitted
under the applicable
terms and conditions
that govern your use of
each Third-Party
Account. You represent
and warrant that you are
entitled to disclose
your Third-Party Account
login information to us
and/or grant us access
to your Third-Party
Account, without breach
by you of any of the
terms and conditions
that govern your use of
the applicable
Third-Party Account, and
without obligating us to
pay any fees or making
us subject to any usage
limitations imposed by
the third-party service
provider of the
Third-Party Account. By
granting us access to
any Third-Party
Accounts, you understand
that (1) we may access,
make available, and
store (if applicable)
any content that you
have provided to and
stored in your
Third-Party Account (the
“Social Network
Content”) so that it is
available on and through
the Site via your
account, including
without limitation any
friend lists and (2) we
may submit to and
receive from your
Third-Party Account
additional information
to the extent you are
notified when you link
your account with the
Third-Party Account.
Depending on the
Third-Party Accounts you
choose and subject to
the privacy settings
that you have set in
such Third-Party
Accounts, personally
identifiable information
that you post to your
Third-Party Accounts may
be available on and
through your account on
the Site. Please note
that if a Third-Party
Account or associated
service becomes
unavailable or our
access to such
Third-Party Account is
terminated by the
third-party service
provider, then Social
Network Content may no
longer be available on
and through the Site.
You will have the
ability to disable the
connection between your
account on the Site and
your Third-Party
Accounts at any time.
PLEASE NOTE THAT YOUR
RELATIONSHIP WITH THE
THIRD-PARTY SERVICE
PROVIDERS ASSOCIATED
WITH YOUR THIRD-PARTY
ACCOUNTS IS GOVERNED
SOLELY BY YOUR
AGREEMENT(S) WITH SUCH
THIRD-PARTY SERVICE
PROVIDERS. We make no
effort to review any
Social Network Content
for any purpose,
including but not
limited to, for
accuracy, legality, or
non-infringement, and we
are not responsible for
any Social Network
Content. You acknowledge
and agree that we may
access your email
address book associated
with a Third-Party
Account and your
contacts list stored on
your mobile device or
tablet computer solely
for purposes of
identifying and
informing you of those
contacts who have also
registered to use the
Site. You can deactivate
the connection between
the Site and your
Third-Party Account by
contacting us using the
contact information
below or through your
account settings (if
applicable). We will
attempt to delete any
information stored on
our servers that was
obtained through such
Third-Party Account,
except the username and
profile picture that
become associated with
your account.
You
acknowledge and agree that any questions,
comments, suggestions, ideas, feedback, or other
information regarding the Site ("Submissions")
provided by you to us are non-confidential and
shall become our sole property. We shall own
exclusive rights, including all intellectual
property rights, and shall be entitled to the
unrestricted use and dissemination of these
Submissions for any lawful purpose, commercial
or otherwise, without acknowledgment or
compensation to you. You hereby waive all moral
rights to any such Submissions, and you hereby
warrant that any such Submissions are original
with you or that you have the right to submit
such Submissions. You agree there shall be no
recourse against us for any alleged or actual
infringement or misappropriation of any
proprietary right in your Submissions.
13.
U.S. GOVERNMENT
RIGHTS
Our
services are “commercial items” as
defined in Federal Acquisition
Regulation (“FAR”) 2.101. If our
services are acquired by or on behalf of
any agency not within the Department of
Defense (“DOD”), our services are
subject to the terms of these
Terms of Use
in accordance with FAR 12.212
(for computer software) and FAR 12.211
(for technical data). If our services
are acquired by or on behalf of any
agency within the Department of Defense,
our services are subject to the terms of
these
Terms of Use
in accordance with Defense
Federal Acquisition Regulation (“DFARS”)
227.7202-
3.
In addition, DFARS
252.227-7015
applies to technical data acquired by
the DOD. This U.S. Government Rights
clause is in lieu of, and supersedes,
any other FAR, DFARS, or other clause or
provision that addresses government
rights in computer software or technical
data under these
Terms of Use
.
We
reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these
Terms of Use
;
(2) take appropriate legal action against anyone
who, in our sole discretion, violates the law or
these
Terms of Use
,
including without
limitation, reporting such user to law
enforcement authorities; (3) in our sole
discretion and without limitation, refuse,
restrict access to, limit the
availability of, or disable (to the extent
technologically feasible) any of
your Contributions or any portion thereof; (4)
in our sole discretion and
without limitation, notice, or liability, to
remove from the Site or otherwise
disable all files and content that are excessive
in size or are in any way
burdensome to our systems; and (5) otherwise
manage the Site in a manner
designed to protect our rights and property and
to facilitate the proper
functioning of the Site.
We
care about data privacy
and security. Please
review our Privacy
Policy:
gptzero.me/privacy-policy.html
. By using the
Site, you agree to be
bound by our Privacy
Policy, which is
incorporated into these
Terms of Use
. Please be
advised the Site is
hosted in
the
United States
. If you access
the Site from any other
region of the world with
laws or other
requirements governing
personal data
collection, use, or
disclosure that differ
from applicable laws in
the
United
States
, then through
your continued use of
the Site,
you
are transferring your
data to
the
United
States
, and you agree
to have your data
transferred to and
processed in
the
United
States
.
These
Terms of Use
shall remain in full force and effect while you
use the Site. WITHOUT LIMITING ANY OTHER
PROVISION OF THESE
TERMS OF USE
,
WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION
AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO
AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN
IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR
FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR
BREACH OF ANY REPRESENTATION, WARRANTY, OR
COVENANT CONTAINED IN THESE
TERMS OF USE
OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY
TERMINATE YOUR USE OR PARTICIPATION IN THE SITE
OR DELETE
YOUR
ACCOUNT
AND
ANY CONTENT OR INFORMATION THAT YOU POSTED
AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.
If
we terminate
or suspend your account for any reason,
you are prohibited from registering and
creating a new account under your name,
a fake or borrowed name, or the name of
any third party, even if you may be
acting on behalf of the third party. In
addition to terminating or suspending
your account, we reserve the right to
take appropriate legal action, including
without limitation pursuing civil,
criminal, and injunctive
redress.
17.
MODIFICATIONS AND
INTERRUPTIONS
We
reserve the right to change, modify, or remove
the contents of the Site at any time or for any
reason at our sole discretion without notice.
However, we have no obligation to update any
information on our Site. We also reserve the
right to modify or discontinue all or part of
the Site without notice at any time. We will not
be liable to you or any third party for any
modification, price change, suspension, or
discontinuance of the Site.
We
cannot guarantee the Site will be available at
all times. We may experience hardware, software,
or other problems or need to perform maintenance
related to the Site, resulting in interruptions,
delays, or errors. We reserve the right to
change, revise, update, suspend, discontinue, or
otherwise modify the Site at any time or for any
reason without notice to you. You agree that we
have no liability whatsoever for any loss,
damage, or inconvenience caused by your
inability to access or use the Site during any
downtime or discontinuance of the Site. Nothing
in these
Terms of Use
will be construed to obligate us to maintain and
support the Site or to supply any corrections,
updates, or releases in connection therewith.
These
Terms of Use
and your use of the Site are governed by and
construed in accordance with the laws of
the State
of
Delaware
applicable
to agreements made and to be entirely performed
within
the State of
Delaware
, without regard to its conflict
of law principles.
To
expedite resolution
and control the cost of any dispute, controversy, or
claim related to these
Terms of Use
(each
"Dispute" and collectively, the “Disputes”) brought by
either you or us (individually, a “Party” and
collectively, the “Parties”), the Parties agree to first
attempt to negotiate any Dispute (except those Disputes
expressly provided below) informally for at least thirty (30) days
before initiating arbitration. Such informal
negotiations commence upon written notice from one Party
to the other Party.
If the Parties are unable
to resolve a Dispute through informal negotiations, the Dispute (except those
Disputes expressly excluded below) will be finally and exclusively resolved by
binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE
THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be
commenced and conducted under the Commercial Arbitration Rules of the American
Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary
Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which
are available at the AAA website www.adr.org. Your arbitration fees
and your share of arbitrator compensation shall be governed by the AAA Consumer
Rules and, where appropriate, limited by the AAA Consumer Rules.
If such
costs are determined by the arbitrator to
be excessive, we will pay all arbitration fees and
expenses.
The arbitration
may be conducted in
person, through the submission of documents, by phone, or online. The arbitrator
will make a decision in writing, but need not provide a statement of reasons
unless requested by either Party. The arbitrator must follow applicable law, and
any award may be challenged if the arbitrator fails to do so. Except where
otherwise required by the applicable AAA rules or applicable law, the
arbitration will take place in
Delaware
. Except as otherwise provided herein, the Parties may litigate in court to
compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate,
or enter judgment on the award entered by the arbitrator.
If for any
reason, a Dispute proceeds in court rather than arbitration, the Dispute shall
be commenced or prosecuted in the state and
federal courts located in
Delaware
, and the Parties hereby consent to, and waive all defenses of
lack of personal jurisdiction, and forum non conveniens with respect to venue and
jurisdiction in such
state and federal courts
. Application of the United Nations Convention on Contracts for the International
Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded
from these
Terms of Use
.
In no event shall
any
Dispute brought by either Party related in any way to the Site be
commenced more than one (1) years after the
cause of action arose. If
this provision is found to be illegal or unenforceable, then neither
Party will elect to arbitrate any Dispute falling within that portion of
this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts
listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
Restrictions
The
Parties agree that any arbitration shall be limited to the
Dispute between the Parties individually. To the full extent permitted by law, (a) no
arbitration shall be joined with any other proceeding; (b) there is no right or
authority for any Dispute to be arbitrated on a class-action basis or to utilize class
action procedures; and (c) there is no right or authority for any Dispute to be brought
in a purported representative capacity on behalf of the general public or any other
persons.
Exceptions to Informal
Negotiations and Arbitration
The Parties agree that the following Disputes are not
subject to the above provisions concerning informal negotiations and binding
arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity
of, any of the intellectual property rights of a Party; (b) any Dispute related to, or
arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;
and (c) any claim for injunctive relief. If this provision is found to be illegal or
unenforceable, then neither Party will elect to arbitrate any Dispute falling within
that portion of this provision found to be illegal or unenforceable and such Dispute
shall be decided by a court of competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that
court.
20. CORRECTIONS
There
may be information on the Site that contains
typographical errors, inaccuracies, or omissions, including descriptions, pricing,
availability, and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the Site at any
time, without prior notice.
21. DISCLAIMER
THE
SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU
AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR
COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND
WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY
NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR
CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR
THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6)
ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY
KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE
MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH
THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY
BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE
FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR
SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY
ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
22. LIMITATIONS OF LIABILITY
IN
NO
EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY
THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA,
OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED
HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE
WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO
THE
AMOUNT
PAID,
IF
ANY,
BY
YOU
TO
US
DURING
THE
SIX
(6)
MONTH
PERIOD
PRIOR
TO
ANY
CAUSE
OF
ACTION
ARISING
.
CERTAIN
US
STATE
LAWS
AND
INTERNATIONAL
LAWS
DO
NOT
ALLOW
LIMITATIONS
ON
IMPLIED
WARRANTIES
OR
THE
EXCLUSION
OR
LIMITATION
OF
CERTAIN
DAMAGES.
IF
THESE
LAWS
APPLY
TO
YOU,
SOME
OR
ALL
OF
THE
ABOVE
DISCLAIMERS
OR
LIMITATIONS
MAY
NOT
APPLY
TO
YOU,
AND
YOU
MAY
HAVE
ADDITIONAL
RIGHTS.
23. INDEMNIFICATION
You
agree to defend, indemnify, and hold us harmless, including
our subsidiaries, affiliates, and all of our respective officers, agents, partners, and
employees, from and against any loss, damage, liability, claim, or demand, including
reasonable attorneys’ fees and expenses, made by any third party due to or arising out
of:
(1) use of the Site; (2) breach of these
Terms of Use
; (3) any breach of your representations
and warranties set forth in these
Terms of Use
; (4) your violation of the rights of a
third party, including but not limited to intellectual property rights; or (5) any overt
harmful act toward any other user of the Site with whom you connected via the Site.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the
exclusive defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims. We will
use reasonable efforts to notify you of any such claim, action, or proceeding which is
subject to this indemnification upon becoming aware of it.
24. USER DATA
We
will maintain certain data that you transmit to the Site for
the purpose of managing the performance of the Site, as well as data relating to your
use of the Site. Although we perform regular routine backups of data, you are solely
responsible for all data that you transmit or that relates to any activity you have
undertaken using the Site. You agree that we shall have no liability to you for any loss
or corruption of any such data, and you hereby waive any right of action against us
arising from any such loss or corruption of such data.
25. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND
SIGNATURES
Visiting the Site,
sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree
that all agreements, notices, disclosures, and other communications we provide
to you electronically, via email and on the Site, satisfy any legal requirement
that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC
SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF
NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR
VIA THE SITE. You hereby waive any rights or requirements under any statutes,
regulations, rules, ordinances, or other laws in any jurisdiction which require
an original signature or delivery or retention of non-electronic records, or to
payments or the granting of credits by any means other than electronic
means.
26. CALIFORNIA USERS AND RESIDENTS
If any
complaint with us is not satisfactorily resolved, you
can contact the Complaint Assistance Unit of the Division of Consumer Services of the
California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N
112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
27. MISCELLANEOUS
These
Terms of Use
and any policies or operating rules
posted by us on the Site or in respect to the Site constitute the entire agreement and
understanding between you and us. Our failure to exercise or enforce any right or
provision of these
Terms of Use
shall not operate as a waiver of such
right or provision. These
Terms of Use
operate to the fullest extent permissible
by law. We may assign any or all of our rights and obligations to others at any time. We
shall not be responsible or liable for any loss, damage, delay, or failure to act caused
by any cause beyond our reasonable control. If any provision or part of a provision of
these
Terms of Use
is determined to be unlawful, void, or
unenforceable, that provision or part of the provision is deemed severable from these
Terms of Use
and does not affect the validity and
enforceability of any remaining provisions. There is no joint venture, partnership,
employment or agency relationship created between you and us as a result of these
Terms of Use
or use of the Site. You agree that these
Terms of Use
will not be construed against us by
virtue of having drafted them. You hereby waive any and all defenses you may have based
on the electronic form of these
Terms of Use
and the lack of signing by the parties
hereto to execute these
Terms of Use
.
28. CONTACT US
In
order
to resolve a complaint regarding the Site or to receive further information
regarding use of the Site, please contact us at:
GPTZero Inc.
35 Olden St
Princeton
, NJ
08544
United States