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Subject to the terms and conditions of this Agreement, Sidecar may offer to provide access to Gimlet and/or the Services solely for your own use and not for the use or benefit of any third party. Sidecar may change, limit, suspend, or discontinue access to Gimlet and/or the Services at any time. Sidecar reserves the right, at its discretion, to modify the terms and conditions contained in this Agreement (including, without limitation, changing the amount of the fees charged and imposing limits on use, access, and storage) at any time by sending you a notice via e-mail or posting a notice to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Continuing to access Gimlet and/or the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
If you are an individual (that is, not a corporate or governmental entity), you hereby certify to Sidecar that you are of legal age to enter a binding contract with Sidecar and that you are not barred from accessing the Site or receiving the Services under the laws of the United States or other countries including, without limitation, the country in which you are resident or from which you access the Site or receive the Services. If you are under thirteen (13) years old, you may not use the Site. If you are under eighteen (18) years old, you may use the Site only with the consent and under the supervision of a parent or legal guardian. You hereby certify that you are legally permitted to access the Site and receive the Services, and that you shall take full responsibility for such access and use.
This Agreement is void where prohibited by law, and in such jurisdictions, your right to access the Site and the Services is revoked. Sidecar makes no claim that Gimlet may be lawfully used in your jurisdiction. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk, and you are solely responsible for compliance with the laws of your jurisdiction.
Sidecar will make reasonable efforts to ensure that the Site and Services are available. However, there will be occasions when access to the Site and/or the Services will be interrupted for maintenance, upgrades, and emergency repairs, or due to failure of telecommunications links and equipment. Reasonable steps will be taken by Sidecar to minimize disruptions where it is within Sidecar’s reasonable control. You shall be solely responsible for obtaining and maintaining any equipment or ancillary services needed to access the Site and/or the Services, including, without limitation, modems, computing hardware, software, internet connections, and telephone services. You shall be solely responsible for ensuring that such equipment or ancillary services are operational and in good working order and compatible with the Site and Services.
Registration and Account Security
As a condition to accessing Gimlet and/or the Services, you will be required to register with the Site and select a username and password to create an “Account.” You shall provide the Site and Sidecar with accurate, complete, and updated registration information, including your e-mail address. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your Account. You may not: (a) select or use as a username a name of another person with the intent to impersonate that person; or (b) use as a username a name subject to any rights of another person without appropriate authorization, where authorization is required. You shall be responsible for maintaining the confidentiality of your Account password. You are solely responsible for any use of or action taken using your Account. You accept full responsibility for all activity conducted through your Account and hereby release Sidecar from any and all liability concerning such activity. You agree to notify Sidecar immediately of any actual or suspected loss, theft, or unauthorized use of your Account or password. We will take reasonable security precautions when using the internet, telephone, or other means to transport data or other communications, but expressly disclaim any and all liability for the accessing of any such data communications by unauthorized persons or entities.
Account Levels and Fees
Upon completing Account registration, you shall receive one Gimlet-powered branch (“Your First Branch”) at a rate of twenty U.S. dollars ($20) per month. This basic subscription level includes a searchable knowledge base, tagging, management of statistical categories, and an unlimited number of users at the branch (“Basic Features”). Additional branches beyond Your First Branch shall be available at a rate of ten U.S. dollars ($10) per month per branch.
Sidecar may, at its discretion, provide an Account to a user (or to multiple users) at no charge (or at a discount) for a limited time (“Trial Account”). All users of Trial Accounts must agree to be bound by this Agreement. Sidecar is not obligated to provide Trial Accounts with all features and services. Sidecar may terminate and close Trial Accounts at any time without notice.
Payments can be made via check or credit card; currently, MasterCard, Visa, American Express, and Discover cards are accepted. We will automatically bill your credit card each month until you cancel your Account. You may add, change, or cancel your billing information at any time. You may also choose to receive annual invoices to prepay for your Account via check or via credit card. At Sidecar’s discretion, Accounts more than ninety (90) days overdue may be suspended, closed, or denied access to certain features. To reinstate an Account suspended or closed for nonpayment, Sidecar may require (at its discretion) that the Account be prepaid for at least three (3) months, in addition to payment of overdue payments.
If your access to Gimlet is disrupted due to maintenance, upgrades, emergency repairs, or another reason within Sidecar’s reasonable control, you may request a prorated credit or refund for the number of days that access to the Site is disrupted. Sidecar shall issue a credit or refund, at Sidecar’s sole discretion, within thirty (30) days of receipt of your request. The credit or refund is not available for Accounts opened using a promotion or discount (such as Trial Accounts), and are not to exceed the actual monies paid by you to Sidecar for the then-current subscription period. All other refunds and credits are at Sidecar’s sole discretion.
User Content and Site Content
You grant Sidecar one or more liberal licenses to make free use of materials and data you post to the Site (“User Content”) to provide you Services and to conduct its business. Sidecar shall have the right to analyze and aggregate User Content, and to publish statistics, metadata, trends, traffic patterns, or other information about User Content. All materials displayed on the Site other than User Content (“Site Content”) are the property of Sidecar and/or third parties and are protected by United States and international intellectual property laws. You shall abide by all copyright notices, information, and restrictions contained in any Site Content. Except as expressly provided in this Agreement, you may not copy, modify, publish, transmit, upload, distribute, perform, display, participate in the transfer or sale of, reproduce, or create derivative works based on, any of the Site Content, software, materials, or Services in whole or in part.
In the event you download software or code from the Site, and you are authorized to do so, the software or code, including any files incorporated in or generated by the software or code (collectively, the “Software”), is licensed to you by Sidecar or third party licensors only for your own use and only for as long as you maintain your Account status. No other interest in, or title to, the Software shall be transferred to you, and Sidecar or the third party licensors retain full and complete title to the Software and all intellectual property rights therein. The license to use the Software may be revoked at any time upon notification of revocation to you.
You represent, warrant, and agree that you will not contribute any User Content that: (a) infringes, violates, or otherwise interferes with any copyright, trademark, or other intellectual property interests of another party; (b) reveals any trade secret, unless you own the trade secret or have the owner’s permission to post it; (c) infringes, violates, or otherwise interferes with the privacy or publicity rights of another; (d) is libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive, or otherwise violates any law or right of any third party; or (e) contains a virus, trojan horse, worm, time bomb, or other computer programming routine, code, or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information. User Content that violates any of sections (a) to (e) of this sentence shall be removed by you once notification of the violation is received.
Sidecar reserves the right to remove any User Content from the Site and suspend or terminate your right to access the Site and/or the Services at any time at its sole discretion. Sidecar may pursue any remedy or relief available to Sidecar under equity or law for any reason, including, but not limited to, receipt of claims or allegations from third parties or authorities relating to such User Content, and concern by Sidecar that you may have violated the rights of others or otherwise breached this Agreement. You are responsible for all User Content posted or developed under your Account, including User Content contributed by any third party you have authorized to post User Content under your account.
Any comments, suggestions, or feedback relating to the Site or the Services (collectively “Feedback”) submitted to Sidecar shall become the property of Sidecar or its designee. Sidecar will not be required to treat any Feedback as confidential. Sidecar may incorporate ideas submitted as part of Feedback and will not be liable to you for any ideas (including, without limitation, product, Site, Services, or marketing ideas), nor will Sidecar incur any liability as a result of any similarities to your ideas that may subsequently appear among our products or in our Site, Services, marketing, or operations. Without limitation, Sidecar will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere. We will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.
Restrictions on Account Usage
You are responsible for all of activity associated with your Account in connection with the Services and access to the Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to the Services, to access the Site, and/or to access to your Account. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Gimlet user.
Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including material deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Under no circumstances will you use the Site or the Service to: (a) send unsolicited e-mails, bulk mail, spam or other materials to users of the Site or any other individual; (b) harass, threaten, stalk, or abuse any person or party, including other users of the Site; (c) impersonate another person or otherwise create a false identity; (d) post any false, inaccurate, or incomplete material; or (e) delete or revise any material that was not posted by you or by others on your behalf.
Agreement Not to Compete
You agree that you will not use the Site, the Services, your Account, or any information obtained through your access to the Site, the Services, or your Account, to compete with Sidecar or otherwise interfere with Sidecar’s business or other interests. You agree that you will not engage (as employee, owner, member, partner, contractor, agent, or otherwise) in any business that competes with Sidecar anywhere in the United States for two (2) years after you have ceased accessing the Site and the Services and closed your Account.
Disclaimer of Warranties
Although Sidecar will make reasonable efforts to store and preserve the material residing on the Site, neither Sidecar nor the Site is responsible or liable in any way for the failure to store, preserve or access content or other materials you transmit or archive on the Site. The Services, content, Site and any software are provided on an “as is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Sidecar makes no representations or warranties of any kind with respect to the Site or the Services, including any representation or warranty that: (a) the Site or the Services will be timely, uninterrupted, or error-free; (b) the Site or the Services will operate in combination with any other hardware, software, system or data; (c) the Site or the Services will meet your requirements or expectations; (d) defects will be corrected; and (e) the Site or the Services will be free of viruses, worms, trojan horses, or other harmful components.
To the fullest extent allowed by law, Sidecar disclaims any liability or responsibility for the accuracy, reliability, availability, completeness, legality, or operability of the material or Services provided on this Site. By using this Site, you acknowledge that Sidecar is not responsible or liable for any harm resulting, without limitation, from: (1) use of the Site; (2) downloading of information or software contained on the Site; (3) unauthorized disclosure of images, information, or data that results from the upload, download, or storage of content; (4) the temporary or permanent inability to access or retrieve any content from the Site; and (5) harm caused by viruses, worms, trojan horses, or any contamination or destructive program or programs.
You agree that Sidecar will not be liable in any event to you or any other party for any suspension, modification, discontinuance, or lack of availability of the Site, the Services, User Content, or other materials or programs associated with the Site.
Third Party Websites
Users of the Site may gain access to third party websites via hyperlinks posted on the Site. Third party sites are not within the supervision or control of Sidecar or the Site. Unless explicitly otherwise provided, Sidecar makes no representation or warranty whatsoever about any third party site that is linked to the Site, nor does Sidecar endorse the products or services offered on third party sites. Sidecar disclaims: (a) all responsibility and liability for content on third party websites; and (b) any representations or warranties as to (i) the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and (ii) the functionality of third party sites if you export User Content onto them. You hereby irrevocably waive any claim against Sidecar with respect to such sites and third party content.
You will indemnify and hold Sidecar, its directors, officers, shareholders, employees, and members (the “Sidecar Indemnified Parties”) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, your violation of this Agreement, or the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity.
Limitations on Liability
In no event shall Sidecar, its directors, officers, shareholders, employees, or members be liable with respect to the Site or the Services for: (a) any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (b) damages for loss of use, profits, data, images, User Content or other intangibles; (c) damages for unauthorized use, non-performance of the Site, errors, or omissions; or (d) damages related to downloading or posting of content.
Either party may terminate an Account by notifying the other party via the Site or via email. Sidecar may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your Account or breach of this Agreement, your right to use the Services and access the Site will immediately cease. Sidecar shall issue you a prorated refund for the number of days already paid for within thirty (30) days of termination. The refund is not to exceed the amount actually paid by you for the remaining days. Sidecar shall issue this refund within thirty (30) days of termination. You may request a copy of your User Content at the time of termination by e-mailing your request to email@example.com. Gimlet shall send you your User Content, in XML format, within thirty (30) days after receipt of your request.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, non-compete provisions, and limitations of liability. Termination shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which you otherwise may have to Sidecar, including without limitation any indemnification obligations contained in this Agreement.
This Agreement, as modified by Sidecar from time to time, constitutes the entire agreement between you and Sidecar with respect to the Site. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.
Waiver of Rights
The failure of Sidecar to exercise any right provided by this Agreement shall not be deemed a waiver of any right.
This Agreement is not assignable, transferable, or sub-licensable by you except with Sidecar’s prior written consent. Sidecar may assign this Agreement in whole or in part at any time without your consent or notice.
No Special Relationship
No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and you do not have any authority of any kind to bind Sidecar in any respect whatsoever.
Any notice to the Site that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt by Sidecar, when delivered either: (a) via e-mail to firstname.lastname@example.org; or (b) in person by nationally recognized overnight courier or mailed by registered or certified mail, postage prepaid, to:
Sidecar Publications LLC
706 Greenway Rd
Monona, WI 53716
Choice of Law and Forum
This Agreement is governed by the laws of Wisconsin, without regard to conflicts of laws principles. Any litigation hereunder shall be brought in the State and Federal courts located in Madison, Wisconsin. The parties to this Agreement hereby consent to the venue and jurisdiction of those courts.
In any litigation, arbitration, or other proceeding by which one party seeks to enforce its rights under this Agreement, the party receiving injunctive relief or the greater sum of damages will be awarded actual reasonable attorneys’ fees, together with any costs and expenses, incurred in connection with any such dispute or proceeding and to enforce the final judgment.
If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each and every remaining term, covenant, or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.
The section headings contained in this Agreement are for convenience only and are not to be construed as modifying or governing any language in this Agreement.