Last updated: August 29, 2022
PLEASE READ THESE TERMS CAREFULLY. By accessing or using any part of the Platform or any Content, or by clicking “I agree” to this Agreement, you agree to enter into and be bound by this Agreement. If you are entering into this Agreement on behalf of an Entity, by accessing or using any part of the Platform or any Content, you represent and warrant that you have authority to bind that Entity to these Terms. If you do not have such authority, or you do not agree to be bound by these Terms, do not access or use any part of the Platform or any Content.
SECTION 15 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND iGPS ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 15 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND iGPS TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 15 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.
Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
This Agreement is entered into as of the earlier of the date You first access or use Platform or any Content (the “Effective Date”) and will continue until terminated as set forth herein.
iGPS reserves the right, at any time, to modify the Platform or any of the Content, as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to You as specified in this Agreement. Any modifications will be effective upon posting to the Platform or delivery of such other notice. You may cease using the Platform or Content or terminate this Agreement at any time if you do not agree to any modification. However, You will be deemed to have agreed to any and all modifications through Your continued use of the Platform or Content following such notice.
The Platform is intended for use by individuals 18 years of age and older. By accessing or using the Platform or any Content, you represent and warrant that you are over 18 years of age.
5. Your Account and Content
5.1 Account Creation and Responsibility. Before accessing certain portions of the Platform, You are required to establish an account on the Platform (an “Account”). Approval of Your request to establish an Account will be at the sole discretion of iGPS. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access Your Account or Account ID. You are solely responsible for all use of Platform through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify iGPS immediately if any Account ID is lost, stolen or otherwise compromised. Any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use an Account ID that iGPS, in its sole discretion, deems offensive.
5.2 Your Content. Except as expressly provided by this Agreement, you are solely responsible for the nature of all Content, including your Registration Information, Account information and any other account passwords, usernames, or other personal information, that you provide, upload, or transfer to the Platform or generate through Your Account (“Your Content”). By providing Your Content, You grant iGPS a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display Your Content throughout the world in any form, media, software, or technology of any kind. You agree that Your Content: (a) does not violate this Agreement or any applicable laws; (b) is not libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) does not constitute an infringement or misappropriation of the IPR or other rights of any third party; (d) is not an advertisement or solicitation of funds, goods, or services; (e) is not false, misleading, or inaccurate; or (f) could not be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message or disruptive advertisement. iGPS is not responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of Your Content. You agree that You have all right, title, interest and consent in Your Content necessary to allow iGPS to use Your Content for the purposes for which You provide Your Content to iGPS.
6.1 To iGPS Platform. Subject to Your compliance with this Agreement, iGPS will permit You to access and use the Platform and the Content free of charge solely for lawful purposes and only in accordance with the terms of this Agreement. Use of the Platform is limited to the Entity’s business purpose and only in connection with iGPS’ other services. You may only access the Platform while acting on behalf of the Entity You represent.
6.2 To Content. Unless otherwise noted on the Platform, other than Your Content, all Content available through the Platform is owned by iGPS or iGPS’ Content providers. All Content is for informational purposes and You are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for Your use of any Content. iGPS will not be responsible for any errors or omissions in, any Content. Except as represented in this Agreement, all Content and all related components and information are provided on an “As Is” “As Available” basis without any warranties of any kind.
6.3 To Third-Party Services. iGPS may provide You with the ability to access services developed, provided, or maintained by third-party service providers through the Platform (“Third Party Services”). Third Party Services may integrate with, pull Content from, or add Content to the Platform, including Your Content. In addition to the terms of this Agreement, Your access to and use of any Third Party Services is also subject to any other agreement You may agree to before being given access to the Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement but will not apply to any other services or Content You may access through the Platform.
iGPS may suspend Your access to Your Account and the Platform (including Your Content), with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by iGPS to be inappropriate or detrimental to iGPS, the Platform, or any other iGPS customer or user.
8. Platform Technology
The Platform, and the databases, software, hardware and other technology used by or on behalf of IGPS to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of IGPS. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology. iGPS uses reasonable means to protect the security of the Platform, but you acknowledge that perfect security on the internet is impossible and that, as a result, Your Content may be exposed in the event of a breach.
iGPS retains all rights, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your ability to access the Platform under this Agreement. The iGPS name, logo and all product and service names associated with the Platform are trademarks of iGPS and its licensors and providers and You are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
10. Representations and Warranties
You represent and warrant to iGPS that: (a) You have the legal right and authority to enter into this Agreement; (b) this Agreement forms a binding legal obligation on Your behalf; (c) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement; and (d) Your use of and access to the Platform and Content, including Your Content, will comply with all applicable laws, rules, and regulations and will not cause iGPS itself to violate any applicable laws, rules, or regulations.
THE PLATFORM, INCLUDING ALL CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE.” iGPS AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY OR CURRENCY OF ANY CONTENT AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE PLATFORM. iGPS AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE PLATFORM AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY iGPS, ITS EMPLOYEES, PROVIDERS, AGENTS, OR THE PLATFORM, WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION.
You hereby agree to indemnify, defend, and hold harmless iGPS and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising in any manner from: (1) Your access to or use of the Platform, including any Content; (2) Your Registration Information or other Content You provide through the Platform; and (3) Your breach of any representation, warranty, or other provision of these Terms. iGPS will provide You with notice of any such claim or allegation, and iGPS will have the right to participate in the defense of any such claim at its expense.
13. Limitation on Liability
iGPS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF THE PLATFORM OR CONTENT, EVEN IF iGPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF YOUR CONTENT, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IGPS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND ITS PROVISION OF THE PLATFORM AND ALL CONTENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100. YOU AGREE THAT iGPS WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, iGPS’ LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14. Data Privacy
15.1 Agreement to Arbitrate. Except as otherwise provided in these Terms, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to these Terms, including (a) the formation, validity, binding effect, interpretation, performance, breach, or termination of these Terms; (b) the arbitrability of the issues submitted to arbitration hereunder; and (c) non-contractual claims relating to these Terms (each, a “Dispute”) through discussion between the parties. Except as otherwise provided in these Terms, if any Dispute cannot be resolved through negotiations between the parties within 15 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the rules of the American Arbitration Association then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator, selected as provided in the Rules. The arbitration will be conducted in the English language at a site specified by us in Florida, United States. The arbitrator will apply the governing law set forth in these Terms to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend these Terms or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require the non-prevailing party to pay the substantially prevailing party’s costs, fees and expenses (including reasonable attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
15.2 Exception to Arbitration. You agree that if we reasonably believe that you have, in any manner, violated or threatened to infringe our intellectual property rights, then we may seek emergency, preliminary or other appropriate interim relief in the federal or state courts located in Florida, United States.
Unless otherwise specified in these Terms, any notices required or allowed under these Terms will be provided to us by postal mail to the address for iGPS listed on the Platform. We may provide you with any notices required or allowed under these Terms by sending you an email to any email address that you provide to us, provided that in the case of any notice applicable both to you and other users, we may instead provide such notice by posting it on the Platform. Notices provided to us will be deemed given when we actually receive them. Notice provided to you will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) we are notified that the e-mail address is invalid.
17. International Usage
You agree that you are solely responsible for actions and communications undertaken or transmitted under your account, and that you will comply with all applicable local, state, national and international laws and regulations, including but not limited to United States export restrictions, that relate to your use of or activities on this site. This site is controlled and operated in the United States. IF YOU ARE ACCESSING THIS SITE FROM OUTSIDE THE UNITED STATES, AND ARE RESTRICTED UNDER THE LAW OF YOUR JURISDICTION FROM DOING SO, DO NOT ACCESS OR USE THIS SITE.
18. Additional Terms
All waivers by iGPS under this Agreement must be in writing or later acknowledged by iGPS in writing. Any waiver or failure by iGPS to enforce any provision of this Agreement on one occasion will not be deemed a waiver by iGPS of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. You may not assign or transfer either this Agreement or any of Your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without iGPS’s prior written approval. Any assignment in violation of the foregoing will be null and void. iGPS may assign this Agreement to any party that assumes iGPS’ obligations hereunder. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” The parties hereto are independent parties, not agents, employees or employers of the other or joint ventures, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.