GyPSii.com - Terms of Service

GyPSii® ON-LINE CLICK THROUGH MEMBER AGREEMENT

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY USING THE SERVICES AVAILABLE ON GYPSII.COM (THE “SITE”) AND THE RELATED GYPSII SOFTWARE ON YOUR MOBILE DEVICE AND/OR OTHER COMPUTING DEVICE (SUCH SOFTWARE AND SERVICES, THE “GYPSII SERVICE”), YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, THEN DO NOT CLICK “I AGREE” AND DO NOT USE THE GYPSII SERVICE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE GYPSII SERVICE IS ALSO SUBJECT TO THE TERMS AND CONDITIONS OF USE OF THE GYPSII WEB SITE(S) ACCESSED THROUGH THE USE OF THE GYPSII SERVICE, AS SUCH TERMS AND CONDITIONS OF USE MAY CHANGE FROM TIME TO TIME, WITH OR WITHOUT NOTICE TO YOU. YOU AGREE TO COMPLY IN ALL RESPECTS WITH THESE TERMS OF SERVICE AND ANY TERMS AND CONDITIONS SET FORTH ON SUCH GYPSII WEB SITES.

Welcome to GyPSii! GeoSolutions, B.V. (“GyPSii”) offers its GyPSii service to users of mobile devices utilizing GyPSii’s software. The GyPSii Service is a social networking, search and location based suite of integrated mobile and web applications that enable users to share, view and upload pictures, video, text and points of interest with a tag to the user’s geographic location. Users can then (i) set up unique personal profiles that can be linked together through networks or clusters of friends, (ii) map and navigate to people, places and points of interest, (iii) share photo, videos and audio and post journals and comments.

Your Rights to Use the GyPSii Service

Your right to use the GyPSii Service is limited in scope, revocable, personal, non-transferable and non-exclusive. Provided that you comply at all times with the terms of this GyPSii Member Agreement (these “Terms of Service”) and subject to the limitations set forth herein, GeoSolutions, B.V. (“GyPSii”) will provide you with an online mobile, web and Internet-connected device service, accessible using the software provided by GyPSii, that allows members to set up unique personal profiles that can be linked together through networks or clusters of friends.

We expect the GyPSii Service will change significantly over time and, as a result, GyPSii may update the terms and conditions of these Terms of Service either by delivering updates to your mobile device or by posting updated terms and conditions on GyPSii’s web sites.

Ownership of the GyPSii Service

The GyPSii Service and the content therein, to the extent provided by GyPSii, is the property of GyPSii and its affiliates (collectively, “us”, “we” or “GyPSii”) and our licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. By way of example only, and not as a limitation, “GyPSii” and the GyPSii logo are registered trademarks of GeoSolutions B.V. and its affiliates, under the applicable laws of the Netherlands, the United States and/or other countries. Except where expressly indicated in the GyPSii Service, all product or service names or logos appearing in the GyPSii Service are our trademarks or registered trademarks. The absence of a trademark designation with respect to a product or service name or logo does not constitute a waiver of our trademark or other intellectual property rights concerning that name or logo.

Eligibility

To access and use the GyPSii Service, you must (i) have an email address; and/or a mobile device that can send and receive data messaging; and access to the World Wide Web and (ii) be thirteen (13) years of age or older. By using GyPSii, you represent and warrant that (a) you are aged 18 years or older and that you agree to all of these Terms of Service or (b) you are aged 13-17 years and that you and your parent or legal guardian both agree to all of these Terms of Service. Rights to access and/or use the GyPSii Service are void where prohibited.

Login Credentials

If you accept and agree to these Terms of Service and evidence that agreement by clicking “I Agree” in the space provided by GyPSii, then you may continue to register by choosing a user name and password (“Login Credentials”) in order to complete the registration process. You are responsible for maintaining the confidentiality of your Login Credentials, and are fully responsible for all activities that occur under your Login Credentials. You agree to (a) immediately notify GyPSii of any unauthorized use of your Login Credentials or any other breach of security, and (b) ensure that you exit from your account at the end of each Web and mobile phone session. You may not register twice or use more than one set of Login Credentials when you access or use the GyPSii Service. Sharing your Login Credentials with anyone else is a violation of these Terms of Service, and if at any time GyPSii learns that you have given others access to your Login Credentials, GyPSii reserves the right to terminate your access to the GyPSii Service immediately. Login Credentials are GyPSii’s property and GyPSii may alter or replace them at any time.

Terms of Service, Privacy Policy and Other Policies

Your use of the GyPSii Service is governed at all times by these Terms of Service, GyPSii’s Privacy Policy available at gypsii.com (as such Privacy Policy may change from time to time) as well as any other policies that we may publish from time to time. BY REGISTERING FOR THE GYPSII SERVICE AND AGREEING TO THESE TERM AND CONDITIONS, YOU EXPRESSLY AGREE TO THE COLLECTION, USE AND DISCLOSURE OF INFORMATION PERTAINING TO YOU, INCLUDING PERSONALLY-IDENTIFIABLE INFORMATION, AS DESCRIBED IN THE PRIVACY POLICY AT: http://corporate.gypsii.com/content/view/7/9/ .   YOUR INFORMATION WILL BE PROCESSED IN THE UNITED STATES OR OTHER COUNTRIES THAT MAY HAVE DATA PROTECTION LAWS LESS PROTECTIVE OF YOUR PRIVACY THAN THE LAWS THAT GENERALLY APPLY WHERE YOU RESIDE. You agree to permit us or our representatives to access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, or other unauthorized uses of the GyPSii Service. We reserve the right to terminate your account immediately, with or without notice to you, and without liability of GyPSii, if GyPSii believes that you have violated these Terms of Service or any other GyPSii policy, furnished us with false or misleading information, or interfered with use of GyPSii by other users. We further reserve the right to terminate any accounts that have been inactive for ninety (90) days or longer. We may modify, suspend or discontinue the GyPSii Service at any time, with or without notice, and without liability to you, any other user or any third party.

Your Content, Profile and Usage Information

GyPSii does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the GyPSii Service. After posting your Content to the GyPSii Service, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the GyPSii Service, you hereby grant to GyPSii a non-exclusive, fully-paid, royalty-free, worldwide, limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the GyPSii Service.

You further grant GyPSii a non-exclusive, royalty-free, perpetual right to use the profile information you provide to the GyPSii Service, and all other information regarding your use of the GyPSii Service, for any lawful purpose, including without limitation for marketing and advertising purposes.

You are solely responsible for the Content that you post on or through the GyPSii Service, any material or information that you transmit to others, and your interactions with others. You represent and warrant that: (i) you own the Content posted by you on or through the GyPSii Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the GyPSii Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the GyPSii Service.

Third Party Content

The GyPSii Service contains Content of other users and other licensors of GyPSii. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the GyPSii Service.

Unacceptable Content and Conduct

You agree to not use the GyPSii Service to:

•   intentionally or unintentionally violate any applicable local, state, national or international law;
•   upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
•   “stalk” or otherwise harass another person or harm any persons or entities in any way;
•   impersonate any person or entity, including, but not limited to, a GyPSii official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
•   forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the GyPSii Service;
•   upload, post, email, transmit or otherwise make available any content that you do not have a right to make available;
•   make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
•   make available any unsolicited or unauthorized advertising, promotional or any other form of solicitation, except in those areas that are designated for such purpose;
•   interfering or attempting to interfere with service to any user, host or network, including, without limitation, by means of submitting a virus to the Site or GyPSii Service, overloading, “flooding”, “spamming”, “mail bombing” or “crashing”;
•   access content or data not intended for you, or log onto a server or account that you are not authorized to access;
•   attempt to probe, scan or test the vulnerability of the GyPSii Service, the Site or any associated system or network, breach security or authentication measures without proper authorization, interfere with or disrupt the GyPSii Service or servers or networks connected to the GyPSii Service, or disobey any requirements, procedures, policies or regulations of networks connected to the GyPSii Service;
•   attempt to modify, reverse engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human perceivable form any of the software provided by GyPSii or used by GyPSii in providing the GyPSii Service;
•   using a personal account for high volume or commercial use (e.g., revenue generation, advertising, etc.); or
•   collect or store personal data about other users.

We do not actively monitor the use of the GyPSii Service under normal circumstances. Similarly we do not exercise editorial control or review over the content of any web site, electronic mail transmission, newsgroup, or other material created or accessible over or through the GyPSii Service. If at any time we choose, in our sole discretion, to monitor the GyPSii Service, we nonetheless assume no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of any third party submitting or using any such Content. However, we may remove, block, filter, or restrict by any other means any materials that, in our sole discretion, may be illegal, may subject GyPSii to liability or may violate these Terms of Service. GyPSii intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Service or of any applicable laws or regulations. By using the GyPSii Service or the Site, you release GyPSii from any liability stemming from GyPSii’s cooperation with local, state, federal and relevant country law enforcement officials.

You acknowledge that GyPSii reserves the right to change its general practices and limits at any time, in its sole discretion, with or without notice. GyPSii may take any one or more of the following actions, or other actions not listed, at GyPSii’s sole discretion in response to violations of GyPSii s policies: (i) issue warnings: written or verbal; (ii) suspend your account; (iii) terminate your account; (iv) bill you for administrative costs; or (v) bring legal action to enjoin violations and/or to collect damages, if any, caused by violations

Service Maintenance

GyPSii may, from time to time, need to interrupt the GyPSii Service for maintenance and other operational reasons, and you shall not receive any compensation or refund for such interruptions.

Termination

You may deactivate your account at any time and for any reason by going to your account settings and selecting the button “deactivate.”

Without prior notice and without any liability of GyPSii, GyPSii may terminate these Terms of Service, your password, your account, or your use of the GyPSii Service, for any reason, including, without limitation, if GyPSii, in its sole discretion, believes you have violated these Terms of Service or any other GyPSii policies. GyPSii may provide termination notice to you by email addressed to your email account.

Warranty Disclaimer

Because of situations beyond the control of GyPSii, GyPSii cannot guarantee that the GyPSii Service will be available to you or that messages which are intended to be sent and delivered are sent and/or delivered. GyPSii does not guarantee the safety or integrity of any system connected to its network. This includes, but is not limited to, virus and/or trojan software infestation of said machine(s), hacker activity and exposure of confidential data. By using the GyPSii Service, you acknowledge that you are solely responsible for the safety of your hardware, software, and data for the duration of your use of the GyPSii Service. You also accept liability for any of your actions while using the GyPSii Service. This includes, but is not limited to, sending of unsolicited email. YOU FURTHER EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE GYPSII SERVICE IS AT YOUR SOLE RISK. THE GYPSII SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ANY PERSON YOU MAY EXCHANGE INFORMATION WITH IS DONE AT YOUR OWN RISK AND THAT GYPSII MAKES NO REPRESENTATIONS THAT INDIVIDUALS USING ITS SERVICE ARE WHOM THEY PURPORT TO BE. YOU AGREE TO TAKE ALL REASONABLE PRECAUTIONS IN EXCHANGING DATA WITH STRANGERS AND YOU FURTHER ACKNOWLEDGE THAT YOU UNDERSTAND THE RISKS ASSOCIATED WITH MEETING PEOPLE OVER THE INTERNET OR THROUGH YOUR MOBILE DEVICE AND WITH DISCLOSING YOUR LOCATION TO OTHERS. YOU EXPRESSLY ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN WIRELESS COMMUNICATIONS AND TECHNOLOGY AND GYPSII DOES NOT MAKE ANY ASSURANCES OR WARRANTIES RELATING TO SUCH RISKS. CONTENT POSTED THROUGH THE GYPSII SERVICE WILL CONTAIN UNEDITED CONTENT, SOME OF WHICH MAY BE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. GYPSII HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY FOR SUCH CONTENT. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE GYPSII SERVICES AND THE INTERNET AND ARE SOLELY RESPONSIBLE FOR EVALUATING THE ACCURACY AND COMPLETENESS OF INFORMATION YOU RECEIVE THROUGH THE GYPSII SERVICE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS REQUIRED BY APPLICABLE LAW, GYPSII SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH THE GYPSII SERVICE.

Links

The GyPSii Service may provide, or third parties may provide, links to other Web sites or resources. Because GyPSii has no control over such sites and resources, you acknowledge and agree that GyPSii is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that GyPSii shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Indemnity

You agree to indemnify, defend and hold harmless GyPSii, its affiliates, officers, directors, employees, consultants, agents and representatives from any and all third party claims, losses, liability, damages and/or costs (including reasonable attorneys' fees and costs) arising from your use of the GyPSii Service, your violation of these Terms of Service or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity. GyPSii will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage or cost. These Terms of Service will inure to the benefit of GyPSii s successors, assigns and licensees.

General Terms

If there is any dispute about or involving the GyPSii Service, you agree that the dispute shall be governed by the laws of the Netherlands, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the courts of the Netherlands. If, for whatever reason, a court of competent jurisdiction were to find any term or condition in these Terms of Service to be unenforceable, all other terms and conditions would remain unaffected and in full force and effect. No waiver of any breach of any provision of these Terms of Service shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. The GyPSii Service is controlled and operated by GyPSii. These Terms of Service, the GyPSii Privacy Policy, and any and all other online policies promulgated by GyPSii, constitute the entire agreement between GyPSii and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. The failure of GyPSii to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. If any provision of these Terms of Service is unlawful, void or unenforceable, that provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions.

Other

GYPSII MAY, IN ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE: (A) REVISE THESE TERMS OF SERVICE (INCLUDING ANY ONLINE POLICY BY POSTING SUCH AMENDMENTS ON THE SITE); (B) REVISE ITS BILLING RATES AND OTHER FEES; AND (C) MODIFY THE GYPSII SERVICE. GYPSII WILL POST ANY SUCH REVISION OR MODIFICATION TO THE SITE OR DELIVER IT TO YOUR MOBILE DEVICE, AND THE REVISION OR MODIFICATION WILL BE EFFECTIVE IMMEDIATELY UPON SUCH POSTING. YOU AGREE TO REVIEW THESE TERMS OF USE AND THE ONLINE POLICIES AS POSTED ON THE SITE PERIODICALLY TO BE AWARE OF ANY REVISIONS. YOU AGREE THAT, BY CONTINUING TO USE THE GYPSII SERVICE FOLLOWING NOTICE OF ANY REVISION, YOU AGREE TO ABIDE BY ANY SUCH REVISION. IF YOU ARE DISSATISFIED WITH THE GYPSII SERVICE OR ANY RELATED TERMS, CONDITIONS, RULES, POLICIES, GUIDELINES, OR PRACTICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE GYPSII SERVICE AND TERMINATE YOUR ACCOUNT.