Terms of Service – Partner Use

This document governs the terms under which you may access and use GatheringPoint syndicated content. By accessing or using GatheringPoint syndicated content, you agree to be bound by this Agreement. If you access GatheringPoint syndicated content on behalf of a company, principal or other entity, you represent that you have authority to bind such entity and its affiliates to the API Agreement and that it is fully binding upon them. In such case, the term “you” will refer to such entity and its affiliates. If you do not have authority, or if you do not agree with the terms of the GatheringPoint syndicated content Agreement, you may not access or use the GatheringPoint syndicated content. You should read and keep a copy of this Agreement for your records.

1. Purpose

GatheringPoint syndicated content is made available by GPVenture LLC. (“GP”) to enable others to access valuable local information and present it to their end users as a complementary service on their site. With this in mind, GP reserves the right to continually review and evaluate all uses of GatheringPoint syndicated content.

2. Changes

GP reserves the right to modify or revise the GatheringPoint syndicated content Agreement at any time. You will be notified in writing of changes to this agreement. IF YOU DO NOT WISH TO BE BOUND TO ANY NEW TERMS, YOU MUST TERMINATE THE AGREEMENT BY IMMEDIATELY CEASING USE OF THE GP CONTENT.

3. Registration

In order to access or use the syndicated content, you must first register for and receive a valid GP Web Service I.D. (“GPSID”). You are only allowed to register for and use one GPSID per web property, unless otherwise permitted by GP in writing.

4. License

Subject to the terms set forth elsewhere in this API Agreement, GP grants you a non- exclusive, revocable, non-sublicensable, non-transferable license to display the GP Content on your websites or internet-connected application for mobile devices (“Your Sites”).

You may not use the GatheringPoint syndicated content, or GP Brand Features for any other purpose without GP’s prior written consent. These license rights are further limited by the restrictions set forth elsewhere in the Agreement, and all rights not expressly granted to you hereunder are reserved by GP. You acknowledge and agree that GP may monitor Your Site in order to confirm compliance with the Agreement.

5. Restrictions

You agree that you will not, and will not assist or enable others to:

  1. cache, record, pre-fetch, or otherwise store any portion of the GP Content, or attempt or provide a means to execute any “bulk download” operations;
  2. modify the GP Content, or use it to update or create your own database of business listing information;
  3. create or disclose metrics about, or perform any statistical analysis of, GP Content;
  4. use the syndicated content on behalf of any third party;
  5. display GP Brand Features or GP Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and GP, other than your permitted use of the content under the terms of the Agreement;
  6. copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the service;
  7. modify, rate, rank, review, vote or comment on, or otherwise respond to the GP Content;
  8. use the service in a manner that impacts the stability of GP’s servers or impacts the behavior of other applications using the service;
  9. display the GP Content on any site that disparages GP or its products or services, or infringes any GP intellectual property or other rights;
  10. use the GP Content in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in GP’s sole discretion) to GP, its providers, its suppliers, end users of this website, or your end users;
  11. use the GP Content or GP Brand Features in a manner that could reasonably be interpreted to suggest that GP is the author or entity that is responsible, in whole or in part, for the creation or development of any GP Content or that such GP Content represents the views of GP;
  12. use the GP Content in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware and/or other malicious programs or code; counterfeit goods and/or items subject to U.S. embargo; unsolicited mass distributions of e-mail (“spam”), actions intended to mislead search engines into ranking some pages higher than they would otherwise deserve (“web spam”) multilevel marketing proposals, direct marketing and/or telemarketing activities; hate materials; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; prostitution, body parts and/or bodily fluids; stolen products and/or items used for theft; hacking/surveillance/interception/descrambling equipment; fireworks, explosives and/or other hazardous materials; gambling; professional services regulated by state licensing regimes; and/or non-transferable items such as airline tickets, event tickets, weapons and/or weapons accessories;

6. Proprietary Rights

As between you and GP, GP Content, GP Brand Features, and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of GP and are protected by applicable intellectual property laws and treaties (whether those rights happen to be registered or not, and wherever in the world those rights may exist.). You agree that at no time during or after the termination of the API Agreement will you attempt to register any trademarks (including domain names) that are confusingly similar in any way to those of GP Brand Features or GP Content.

7. Termination

GP reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice to you, to change, suspend or discontinue the service and/or suspend or terminate your rights under the Agreement to access, use and/or display (as applicable) the service, GP Brand Features and/or any GP Content. Any termination of the Agreement will also immediately terminate the licenses granted to you hereunder. Such change, suspension or termination of the service may cause your existing services using the service to stop functioning properly. Upon any termination of the Agreement, you will promptly delete and remove all calls to the service from all web pages, scripts, widgets, applications, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the service, GP Brand Features and/or any GP Content; and you will promptly certify in writing to GP that such actions have been taken.

8. Indemnity

You agree that your use of the service is at your own risk and you agree to hold harmless, defend (subject to GP’s right to participate with counsel it selects) and indemnify GP and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fee) arising from, or in any way related to your or your end users’ use or implementation of the service or any GP Content obtained from the service. You will not agree to any settlement that imposes any obligation on GP without GP’s prior consent.

9. No Warranties; No Support

THE SERVICE, GP BRAND FEATURES AND GP CONTENT ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND AND AT YOUR SOLE RISK. EXCEPT TO THE MAXIMUM EXTENT REQUIRED BY APPLICABLE LAW, GP DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE, GP BRAND FEATURES AND ANY GP CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, GP DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THE AGREEMENT DOES NOT ENTITLE YOU TO ANY SUPPORT FOR THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM GP WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE API AGREEMENT.

10. Limitation of Liability

THE SERVICE IS BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT GP SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE API. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL GP OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF GP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THE API AGREEMENT MUST BE BROUGHT WITHIN (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IF SUCH CLAIM IS NOT FILED, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS, AND TO GP AND ITS SUCCESSORS. NOTWITHSTANDING THE FOREGOING, GP’S MAXIMUM LIABILITY UNDER THIS API AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED US$50.00.

11. Limited Relationship

GP and you are, and will remain, independent contractors, and nothing in the Agreement will be construed as creating an employer-employee relationship, partnership or joint venture. Although you are permitted to publicize your use of the service, you agree not to make any other statements, without the prior written consent of GP, implying a different kind of relationship between you and GP, including any implied endorsement of your content, products, or services by GP. You do not have any authority of any kind to bind GP in any respect whatsoever.

12. Miscellaneous

The Agreement encompasses the entire agreement between you and GP regarding the subject matter discussed therein. The Agreement, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of California, City of San Francisco. The failure of GP to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be replaced with terms that most closely match the intent of the provision that is not enforceable to the minimum extent necessary so that the remaining Agreement will otherwise remain in full force and effect and enforceable. The Agreement is not assignable, transferable or sublicensable, in whole or in part, by you except with GP’s prior written consent. GP may assign the API Agreement, in whole or in part, at any time with or without notice to you. Any attempt to do so is void. The section titles in the Agreement are for convenience only and have no legal or contractual effect.

13. Survival

Sections 6, 8, 9, 10, and 13 will survive any expiration or termination of this API Agreement for any reason.

14. Contact and Violations

Please contact GP with any questions regarding the Agreement. Please report any violations of the Agreement at support@gatheringpoint.com.

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