BY ACCESSING, OPERATING, DOWNLOADING, INSTALLING, REGISTERING, OR OTHERWISE USING THE SITES, OR CLICKING AN "I ACCEPT" OR "CONTINUE" BUTTON OR CHECKBOX ASSOCIATED WITH THIS AGREEMENT, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) (A) EXPRESSLY AND EXPLICITLY ACKNOWLEDGE AND AGREE THAT THIS IS A BINDING AGREEMENT, (B) ARE OVER THE AGE OF 18 YEARS OLD OR AN EMANCIPATED MINOR, OR POSSESS LEGAL PARENTAL OR GUARDIAN CONSENT, AND ARE FULLY ABLE AND COMPETENT TO ENTER INTO THE TERMS, CONDITIONS, OBLIGATIONS, AFFIRMATIONS, REPRESENTATIONS, AND WARRANTIES SET FORTH IN THE TERMS OF SERVICE, AND (C) HEREBY AGREE TO THE TERMS OF THIS AGREEMENT AND ACCEPT Gitback'S OFFER TO USE THE Gitback SITES PURSUANT TO THE TERMS HEREIN. IF YOU ARE AN EMPLOYEE OR OTHER REPRESENTATIVE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT TO Gitback THAT YOU ARE (A) AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY AND BIND THE ENTITY TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, AND (B) YOU ARE OVER THE AGE OF 18 YEARS OLD, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT OR ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ENTITY, DO NOT ACCESS, OPERATE, DOWNLOAD, INSTALL, REGISTER OR OTHERWISE USE THE Gitback SITES.
You may not access the Sites if You are a direct competitor of Gitback, except with Our prior written consent. In addition, You may not access the Sites for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. Furthermore, you may not download, install, operate, or use any downloadable software created by or made available by Gitback, other than software made publicly available by Gitback, without the Our prior written consent.
Gitback reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Your use of the Sites. We further reserve the right to add or remove functionality or features, and We may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don't like any changes, you can stop using our Sites at any time.
Gitback strongly recommends checking Terms of Service periodically. If you disagree with the provisions of the Terms of Service at any time, your sole remedy is to terminate your use of the Services and inform us of such termination as described in the Terms of Service. Continued use of the Services constitutes your agreement to the Terms of Service in effect. Gitback will communicate changes to this Agreement by posting the new version of the Agreement on its website at www.gitback.com or other relevant Sites, or as otherwise determined by Gitback in its sole discretion, or as otherwise required by applicable law, at which time such updated Agreement will be immediately effective.
Your use of the Sites may be provided by Gitback pursuant to a separate manually or digitally-executed agreement. Those additional terms become part of your agreement with Gitback, if you use the Sites. In the event of a conflict between such additional terms and the terms in this Agreement, the additional terms will control.
You may be required to create an account and specify a password in order to use certain services or features on the Sites. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. Do not attempt to impersonate anyone else when you create your account, and do not create an account on someone else’s behalf. If your information changes at any time, please update your account to reflect those changes.
You may not share your account with anyone else. Please keep your password confidential and try not to use it on other websites. If you believe that your account has been compromised at any time, please notify your system administrator or Gitback immediately.
We may provide opportunities for You or others to post certain content ("Content") on the Sites. You can only post Content if You own all the rights to that Content, or if another rights holder has given you permission.
You do not transfer ownership of your Content simply by posting it. However, by posting Content, You understand, acknowledge and expressly grant Us, Our agents, licensees, and assigns an irrevocable, perpetual, worldwide, royalty-free, transferable, nonexclusive right and license to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, aggregate, and otherwise use Your Content, and any copyright rights, trademark rights, and other intellectual property rights contained therein (collectively, the "Rights") (in whole or in part) and/or to incorporate such Content, including commentaries, reviews, notes, or other information in other works in any form, media, or technology now known or later developed, for the full term of any Rights that may exist in such content. You acknowledge that without these Rights, We could not offer our Sites. Please note that this license continues even if you stop using Our Sites.
You expressly agree that the burden of determining whether any Content You provide is protected as a copyright, trademark, trade secret, or other proprietary right rests solely with You, and You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, or other proprietary rights, or any other harm resulting from your submission. You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content you post.
Keep in mind that if you send Us any information, ideas, suggestions, or other communications, those communications will not be confidential. Moreover, unless we tell you otherwise, we reserve the right to reproduce, use, disclose, and distribute such communications without any obligation to you. In addition, You grant to Us and Our affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Sites any suggestion, enhancement request, recommendation, correction or other feedback provided by You relating to the operation of the Sites.
Although We reserve the right to review, monitor, remove, or edit any of the information submitted, posted to, or contained within the Sites, at Our sole discretion, You acknowledge Gitback is under no obligation to do so, and shall have no liability for any information made available via the Sites. You acknowledge that any opinions, statements, recommendations, offers, advice, or other information presented or disseminated via the Sites are those of their respective authors who are solely responsible and liable for such Content. Likewise, You are solely responsible for the content of your postings, including, but not limited to, names, addresses, reviews, or entries posted to the Sites. Gitback reserves the right, in its sole discretion, to refuse to post or to remove any material submitted or posted on or to the Sites.
We are not responsible for, and do not endorse, Content posted by any other person. Accordingly, we may not be held liable, directly or indirectly, for any loss or damage caused to you in connection with any Content posted by another member.
All transactions using Site services are between the transacting parties only. The Site services may contain features and functionalities linking You or providing You with certain functionality and access to third party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You acknowledge that We are not responsible for such content or services. We may also provide some content to You as part of the Site services. However, Gitback is not an agent of any transacting party, nor are We a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between You and the applicable third-party. Similarly, We are not responsible for any third-party content you access with the Site services, and You irrevocably waive any claim against Us with respect to such sites and third-party content. Gitback shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and any such third-party. You should make whatever investigation You feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for Your dealings with any third party related to the Site services, including the delivery of and payment for goods and services. Should You have any problems resulting from your use of any third-party services, or should you suffer data loss or other losses as a result of problems with any of Your other service providers or any third-party services, We will not be responsible.
Please do not use the Sites in a way that violates any laws, infringes on anyone's rights, is offensive, or interferes with the Sites or any features on the Sites (including any technological measures we employ to enforce these Terms). You are responsible for the accuracy, quality and legality of Content you submit and the means by which You acquired such Content, and only using the Sites in accordance with applicable laws and government regulations, including, without limitation, any laws requiring registration or filings with local authorities, and the payment of any taxes.
You acknowledge that You are solely responsible for obtaining and maintaining any equipment or ancillary services needed to access or use the Sites, including, without limitation, modems, hardware, software, and long distance or local telephone service. You are responsible for ensuring that such equipment or ancillary services are compatible with the Services.
You agree not to:
(a) make any Site, portion of a Site, or Gitback Content available to, or use any Site, portion of a Site for the benefit of, anyone other than You or Your patrons, customers, or guests if applicable;
(b) sell, resell, license, sublicense, distribute, rent or lease any Site, portion of a Site, or Gitback Content, or include any Site in a service bureau or outsourcing offering;
(c) use a Site to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
(d) use a Site to store or transmit malicious code;
(e) interfere with or disrupt the integrity or performance of any Site or third-party data contained therein;
(f) attempt to gain unauthorized access to any Site, portion of a Site, Gitback Content, or its related systems or networks;
(g) permit direct or indirect access to or use of any Site, portion of a Site, or Gitback Content in a way that circumvents a contractual usage limit;
(h) copy a Site, portion of a Site or any part, feature, function or user interface thereof;
(i) copy Gitback Content except as permitted herein or in the Gitback User Agreement;
(j) frame, in-line link, mirror or otherwise associate any part of any Site, portion of a Site, or Gitback Content without prior written authorization from Us;
(k) access any Site, portion of a Site, or Gitback Content in order to build a competitive product or service;
(l) decompile, reverse engineer, disassemble, modify, or create derivative works of any Site, portion of a Site;
(m) remove any copyright notices, identification or any other proprietary notices from the Sites or any software used therewith;
(n) post any Content, commentary, or other information in relation to a Site unless such information is truthful, and factual, and;
(o) enter, upload, post, or transmit to the Sites:
If We are required by a third-party to remove Content, or receive information that Content provided by You or to You may violate applicable law or third-party rights, We may so notify You and in such event, You will promptly remove such Content from Your systems. If You do not take required action in accordance with the above, We may disable the applicable Content and/or Service until the potential violation is resolved.
If We, in our sole discretion, determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Sites, and take appropriate legal actions.
Using our Sites does not give you ownership of any intellectual property rights to the content You access. You may not use Content from our Sites unless you obtain permission from Us or its owner, or unless You are otherwise permitted by law.
Title, ownership and all rights and interest including, without limitation, patents, copyrights, trademarks, trade secrets and other intellectual property rights, in and to the Sites and any authorized copies made by You remain with Us and Our licensors. All text, content, and documents on the Sites, any names, logos, trademarks, service marks, brand identities, characters, trade names, graphics, designs, copyrights, trade dress, or other intellectual property appearing on the Sites, and the organization, compilation, look and feel, illustrations, artwork, software and other works on the Sites, excluding Your data (collectively, the "Gitback Content") are owned by Gitback and its affiliates or are used with permission or under license from a third party (hereinafter collectively referred to as the "Owner") and are protected under copyright, trademark and other intellectual property and proprietary rights laws. As between Gitback and You, all right, title and interest in and to the Gitback Content will at all times remain with Gitback and/or its Owners. The word "Gitback," the Gitback logo, and other marks, logos and titles are registered and/or are common law trade names, trademarks or service marks of Gitback. With respect to any logos or marks of any persons, entities, and/or companies commented upon or submitted by users of the Sites, and any copyrighted material submitted by users, such use is at the sole responsibility of such users and is stored upon Gitback's servers and/or system solely at the direction of such user, and subject to the protections afforded to Gitback as an online service provider under Section 512(c) and/or 512(d) of the Digital Millennium Copyright act of 1998. See below for more details on Gitback's policies and procedures regarding any issues related thereto.
The structure, organization, and code of the Services are valuable trade secrets of Gitback and its licensors and You shall keep such trade secrets confidential. The software used to deliver the Sites is neither licensed nor sold. The Gitback Sites are protected by one or more patents, including U.S. Patent No. 9,367,527.
You acknowledge that at all times, We will remain the owner of all de-identified, raw transactional data and any other de-identified data collected, generated or otherwise derived by Gitback in the course of providing the Sites, including usage data ("Historical Data"). To the extent it is commercially reasonable to do so, all retained Historical Data will be de-identified in a manner reasonably likely to prevent re-identification.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SITES IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WE DO NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITES, THAT THE FUNCTIONS CONTAINED IN OR SITES PERFORMED BY THE SITES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SITES WILL CONTINUE TO BE MADE AVAILABLE, THAT DEFECTS IN THE SITES WILL BE CORRECTED, OR THAT THE SITES WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Gitback OR A Gitback AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. ANY STATEMENTS OR REPRESENTATIONS ABOUT THE SITES AND THEIR FUNCTIONALITY IN THE USER DOCUMENTATION OR ANY COMMUNICATION WITH YOU CONSTITUTE TECHNICAL INFORMATION AND NOT AN EXPRESS WARRANTY OR GUARANTEE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL Gitback LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF Gitback HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
If You are a partner and Your patron, customer, guest, or passenger pays for a Gitback shipment and due to a delay attributable to Your action or inaction, the item was not placed with the carrier in time to meet the purchased delivery time, Your patron, customer, guest, or passenger may request, directly from Us, a refund of the amount paid. If Gitback, it its sole discretion, issues a refund, Gitback reserves the right to withhold any rebates attributable to the item that would have otherwise been due to You. Delays caused by the carrier will not result in a cancellation of rebate for the affected item.
You are responsible for all charges made via the Sites. You shall be responsible for providing for the inclusion of any desired means of protection, cushioning, and securing for the safe transport of your property. You will hold Gitback and its partners harmless from liability for any damage to, destruction of, or loss of your property during or after transport, whether such damage was attributable, in whole or in part, to the nature of the packaging, or the negligence or actions of the shipper. You are solely responsible for securing appropriate and desired levels of insurance, and if so desired, You must contact the person or entity in possession of the Gitback property and request "Third Party Shipment" with the desired additional insurance coverage. All shipping claims must be directed to and settled with the shipping carrier. Gitback does not physically handle your shipped property.
Note that due to shipping regulations, certain items cannot be shipped without proper certifications. Gitback and its partners take no responsibility for your shipping of such controlled items if for any reason you elect to do so, and you will be solely responsible for compliance with all such laws and regulations and solely liable for any shipping in violation of any such laws and regulations.
You shall indemnify, defend, and hold harmless Gitback and its Affiliates' directors, officers, employees, contractors and agents ("Indemnified Parties") from and against any and all claims, suits, proceedings, investigations or actions (collectively, "Claims") and all resulting losses payable to third parties, settlements, judgments, awards, damages payable to third parties, and any and all legal, accounting and other fees, costs and expenses reasonably incurred in connection with investigating, mitigating or defending any such Claims (collectively, "Losses"), to the extent such Losses are sustained or incurred by any of them and arise out of violation of this Agreement, Your access to or use of the Sites, or Your violation of any laws or regulations related to the contents of your Gitback shipment. You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Your data, or Your use of any Sites in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law (a "Claim Against Us"), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
This Agreement is the entire agreement between You and Us regarding Your use of the Sites and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
You may not assign the Agreement or any rights or obligations hereunder without the prior written consent of Gitback. Any such assignment without the prior consent of Gitback shall be void.
No delay or omission by Gitback to exercise any right or power will impair any such right or power or be construed to be a waiver thereof. A waiver by any party of any of the covenants, conditions, or contracts to be performed by the other or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or contract herein contained. No change, waiver, or discharge hereof shall be valid unless in writing and signed by an authorized representative of the party against which such change, waiver, or discharge is sought to be enforced.
Your access to the Sites as well as the terms and conditions and the agreement they create are governed and interpreted by the laws of the State of Nevada, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Nevada. The parties hereto hereby consent and agree to the exclusive jurisdiction of the state courts of the State of Nevada sitting in Washoe County, Nevada and the federal courts sitting in Reno, Nevada for any actions, suits or proceedings arising out of or relating to this Agreement and the matters contemplated hereby (and the parties agree not to commence any action, suit or proceeding relating thereto except in such courts). If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in any other jurisdiction. A printed version of the Gitback Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
When you use a Site or send communications to us through a Site, you are communicating with us electronically. You consent to receive electronically any communications related to your use of a Site. We may communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. Please note that by submitting Content, creating a user account or otherwise providing us with your email address, postal address or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with Our Privacy Statement.
You may not use any Gitback logo or trademark, whether or not such mark(s) are registered, without prior written approval from Gitback. This includes use on printed materials of any kind as well as electronic mediums such as internet web pages or email. Furthermore, the use of the Gitback name (or any derivative thereof) in Your URL, business name, or the names of any add-on products or services You may be offering independent of Gitback is strictly prohibited. Additionally, using the Gitback name in paid targeted keyword advertising campaigns on search engines is also prohibited. You shall not use Gitback's name, nor any adaptation or variation thereof, in any advertising, promotion or sales literature without Gitback's prior written consent in each instance.
If you believe that any material posted to the Sites constitutes an infringement of a copyright, please provide the following information to our designated copyright agent at firstname.lastname@example.org or 1-888-972-7273: