Terms of Use

THESE TERMS OF USE (THESE “TERMS OF USE”) GOVERN YOUR USE OF THE SERVICES (AS DEFINED BELOW) AND CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND GEO ONE TECH LLC, A FLORIDA LIMITED LIABILITY COMPANY, AND ITS SUCCESSORS AND ASSIGNS (COLLECTIVELY, “GOT”). PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. THESE TERMS OF USE CONTAIN LIMITATIONS ON GOT’S LIABILITY AND DAMAGES RECOVERABLE BY YOU, WAIVERS OF WARRANTIES AND OF INDIVIDUAL CLASS ACTION AND JURY TRIALS AND THE EXCLUSIVE FORUM AND VENUE FOR DISPUTES IS ARBITRATION WHICH WILL TAKE PLACE IN DUVAL COUNTY, FLORIDA.

BY LOGGING INTO OR USING THE SERVICES, you are indicating your acceptance of and agreement to be legally bound by these TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SERVICES.

YOU MAY NOT USE THE SERVICES UNLESS YOU ARE AT LEAST 18 YEARS OF AGE OR OLDER.

Will GOT ever change these Terms of Use?

GOT MAY MODIFY THESE TERMS OF USE AT ANY TIME. THE DATE OF THE LAST UPDATE TO THESE TERMS OF USE AS SET FORTH ABOVE AND SHOULD BE CHECKED BY YOU PERIODICALLY. GOT WILL ALSO PROVIDE YOU WITH NOTICE OF ANY UPDATES TO THESE TERMS OF USE, WHICH NOTICE MAY BE PROVIDED ELECTRONICALLY VIA THE SERVICES OR VIA EMAIL. YOUR CONTINUED USE OF THE SERVICES WILL CONSTITUTE YOUR ACCEPTANCE OF ALL CHANGES TO THESE TERMS OF USE. IN THE EVENT YOU DO NOT AGREE TO ANY UPDATES TO THESE TERMS OF USE, YOU SHOULD CEASE ALL USE OF THE SERVICES.

What defined terms should I know when reading these Terms of Use?

The following terms shall have the meanings specified or referred to below. Defined terms may be used either with the first letter(s) capitalized or with the first letter(s) in lower case. Terms may also be defined elsewhere in these Terms of Use.

“On-Line Subscription Application” means GOT’s on-line hosted application branded as ATLASSM that Subscriber has subscribed to use for a limited period of time pursuant to the Subscription Agreement.

“Services” means Your limited access to and use of the On-Line Subscription Application on behalf of Subscriber and for the sole benefit of Subscriber’s business as expressly permitted in these Terms of Use.

“Subscriber” means the organization, business or entity that entered into the Subscription Agreement with GOT to receive access and use of the On-Line Subscription Application and who is authorizing you to access and use the Services on its behalf pursuant to these Terms and Conditions.

“Subscription Agreement” means that certain agreement entitled, “GEO ONE TECH LLC SERVICES SUBSCRIPTION AGREEMENT” entered into by and between GOT and Subscriber that governs, among other things, Subscriber’s access to and use of the On-Line Subscription Application.

“Us,” “We,” or “Our” means GOT.

“You” or “Your” means any person, business or entity using the Services.

How is Use of the Services Limited by the Subscription Agreement?

Your access to and use of the Services is provided in connection with a Subscription Agreement entered into between GOT and Subscriber. You are not a party to and have no rights under the Subscription Agreement. Subscriber was granted certain rights and duties with respect to Subscriber’s access to and use of the On-Line Subscription Application pursuant to the Subscription Agreement, which included permission to Subscriber to allow Your access to and use of the On-Line Subscription Application in the form of the Services and in strict accordance with these Terms and Conditions. You are receiving access to the Services at the request of Subscriber. You must have express authority from Subscriber to access and use the Services which may be revoked at any time.

How may I use the Services?

Your use of the Services is limited to the right to access and use the Services on behalf of Subscriber solely for the benefit of Subscriber and solely for use in connection with Subscriber’s internal business. The Services do not include, and You do not have the right to access or use the Services for Your own personal uses or purposes or for any other purpose. Except for the limited right to access and use the Services provided under these Terms of Use, You have no other rights, whether express or implied to access or use the Services or the On-line Subscription Application.

You shall take all steps necessary to protect all user logins and passwords, to safeguard the security and integrity of the Services, and to protect against unauthorized access and use. You shall immediately notify GOT of any violation of the foregoing. Any access to the Services using Your login and password shall be deemed access by You.

Access to the Services will be provided only via remote on-line access to the Services and its documentation and materials. No software, source code, object code or other deliverables is or will be furnished, delivered or provided to You under any circumstances. The Services do not include the design, creation, development, or production of any software, applications or data. Your access to and use of the Services is for a fixed period as set forth in these Terms of Use. No ownership, title, rights or licenses in or to the Services or the On-Line Subscription Application are granted, furnished or provided to You in any way, manner or form whatsoever. No right to license, sub-license or sub-let is granted under these Terms of Use.

You acknowledge and agree that Subscriber: (a) will have access to Your use of the Services and Your Data; (b) Subscriber will have the right to create, monitor and control Your user logins, passwords and accounts and Your access or denial, suspension or termination of access to the Services; and (c) You hereby consent and authorize Subscriber to have all such rights and access as set forth in this section. GOT has no liability for or relating to any disputes between You and any Subscriber or for Subscriber’s access or use of Your Services or Your Data. GOT may maintain, correct and modify, and may upgrade and/or update the Services at any time in its discretion with or without notice to You. Such changes may reduce the features, services or functionality of the Services.

Your use of the Services may require You to login or maintain a user account, which may be owned, controlled or issued by Subscriber. Your relationship with Subscriber is subject to a separate written agreement between You and Subscriber and GOT is not a party to or bound by any such agreements.

You must provide true, accurate, and current information, and maintain and update this information and ensure that it remains true, accurate, and current. You consent to receive personalized emails, telephone calls and other communications from GOT.

You understand that by using the Services, You consent to the collection, use and disclosure of information and data to the extent required to use the Services, and to have that information collected, used, transferred to and processed in the United States and other countries, where applicable.

The Services may contain links to third party websites, advertisers, services, listings, special offers, or other events or activities that are not owned or controlled by GOT. GOT does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If You access a third-party website from the Services, You do so at Your own risk, and You understand that these Terms of Use do not apply to Your use of such sites or third parties. You expressly release, waive, relieve and hold harmless GOT from any and all liability arising from Your use of any third-party website, service, or content. Additionally, Your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between You and such advertisers. You agree that GOT shall not be responsible for any loss or damage of any sort relating to Your dealings with such advertisers or other third parties.

You agree to, at all times, comply with all applicable laws, regulations, restrictions and rules in connection with accessing and using the Services, including all laws, regulations, restrictions and rules involving private data and applicable export controls. In particular, You will not use the Services in any country in any manner prohibited by the United States Export Administration Act or any other export laws, regulations, restrictions and rules. You represent and warrant that You are not a citizen, or otherwise located within, an embargoed nation (including Iran, Syria, Sudan and North Korea) and that You are not otherwise prohibited from using the Services in any manner under any export laws, regulations, restrictions and rules.

You will not use the Services for any illegal purpose or in violation of any law or regulation, or to transmit, receive, download, upload or solicit: (a) any of Your Data (as defined below) or other materials which may violate any copyright, trade secret, trademark, service mark or any other intellectual property rights or rights of privacy or publicity of any person or entity; (b) any of Your Data or other materials containing any destructive or interfering programs, applications, or instructions; or (c) any of Your Data or other materials which may subject You or GOT to civil or criminal liability.

You agree to abide by all copyright and other restrictions placed on any data, information or content available via the Services, including any material or data compilations where GOT or others hold the copyright or other intellectual property or proprietary rights.

What activities are prohibited?

You shall not: (a) reproduce, duplicate, disseminate, copy, modify, translate, or create derivative works based on the Services; (b) sell, rent, lease, loan, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, or otherwise disclose the Services to any third party or use the same for the purpose of commercial timesharing, service bureau or other rental or sharing agreements with or for the benefit of any third party or customer; (c) use the Services for any use other than the expressly authorized use set forth above, including to conduct electronic, individual or bulk transfers, migrations, downloads or extractions of data, records, files or information from the Services; (d) reverse engineer, decompile, disassemble, circumvent the security and restrictions, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (e) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (f) use the Services to create any product or service; (g) use the Services if You are a competitor of GOT, except with GOT’s prior written consent; (h) violate the security of any computer network, or crack, hack or circumvent any passwords or security encryption codes, (i) run any mail-list, listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while You are not logged into the Services, or that otherwise interferes with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure), (j) through the use of manual, automated or any other means, engage in action that “crawls,” “scrapes,” or “spiders” any page, data or portion of or relating to the Services, (k) perform, monitor, analyze or disclose the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes, or (l) otherwise use the Services in any way not expressly provided for by these Terms of Use. You will use the Services only in compliance with: (i) these Terms of Use; and (ii) in accordance with all applicable laws, rules and regulations.

May I use personally identifiable or protected information with the Services?

Unless expressly authorized in writing by GOT and by Subscriber, You shall not disclose, share or provide GOT or the On-Line Subscription Application with any health information, personal health information (PHI), personally identifiable information (PII), payment card or similarly sensitive personal information that imposes specific data security obligations on the processing of such data (“Protected Information”). You shall not upload, input or otherwise use any of the foregoing in connection with the Services or as part of Your Data.

How may GOT Terminate my Use of the Services?

GOT shall have the right, in its sole discretion, to terminate or suspend Your access and use of the Services, in whole or in part, at any time and for any reason. For avoidance of doubt, GOT ‘s right to terminate or suspend Your access and/or use of the Services includes termination or suspension at the request of Subscriber, upon termination, cancellation or expiration of the Subscription Agreement for any reason, in the event of a breach or default of these Terms and Conditions or of the Subscription Agreement, if GOT believes that You have violated or acted inconsistently with the letter or spirit of these Terms of Use, or if GOT believes that Subscriber has violated or acted inconsistently with the letter or spirit of the Subscription Agreement. Additionally, GOT reserves the right to refuse to do business with You or any business, person or entity in its discretion, consistent with local, state and federal laws. You also agree that GOT will not be liable to You or to any third party for any modification or termination of access to the Services. These rights and actions are in addition to and not in lieu or limitation of any other right or remedy GOT may have available at law or in equity.

What happens if these Terms of Use are terminated?

Upon termination, cancellation or expiration of these Terms of Use or the Subscription Agreement for any reason whatsoever: (a) Your right to access and use the Services shall immediately, automatically, and without notice, be revoked; (b) You shall immediately cease all access to and use of the Services and all Confidential Information; (c) You shall return to GOT all Confidential Information; (d) GOT shall have the right to terminate and deny You access to and use of the Services immediately and without notice. The obligations set forth in these Terms of Use which, by their nature, are intended to survive, shall survive the termination, cancellation or expiration of these Terms of Use for any reason whatsoever. Such surviving obligations include obligations with respect to Confidential Information and obligations of indemnity.

What rights do I have in data?

You understand, acknowledge and agree that all information, data, text, images, audio, video, photographs, and any other content or materials that You upload to the Services or the On-Line Subscription Application (collectively, “Your Data”) may be owned or used by Subscriber or GOT without restriction. You shall not include or incorporate any Protected Information into Your Data. The term “Your Data” does not include the Services, Third Party Resources (as defined below), the GOT Intellectual Property (as defined below), or any other GOT products or services, or any derivative works thereof. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Data, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Data, or from Your use of the Services. Your Data may be disclosed or shared with third parties, and upon such disclosure or transfer GOT is no longer responsible for the security or confidentiality of such content and applications outside of GOT. You hereby grant to GOT a non-exclusive, worldwide, royalty-free, perpetual, sublicensable license and right to host, use, process, reproduce, create derivative works, copy, perform, publish, display and transmit Your Data to provide the Services pursuant to and in accordance with these Terms of Use and to use, reproduce, modify and otherwise exploit Your Data for any purposes or reasons. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Data, and for obtaining all rights related to Your Data required by GOT to perform the Services. The term “Third Party Resources” means all software, hardware, network, applications, data, data feeds, information, application programming interfaces (APIs), text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of GOT that You may access or use through, within, or in conjunction with the Services. The term “GOT Intellectual Property” shall mean all Confidential Information (as defined below), the Services, Feedback (as defined below), the On-Line Subscription Application, the GOT Materials (as defined below) and of all copyrights, patents, trade secrets, service marks, trademarks, proprietary rights, domain name registrations, and other intellectual property rights in and to the foregoing and arising therefrom.

You represent and warrant that: (a) You have the written consent of each and every identifiable natural person in Your Data to use such person’s name or likeness in the manner contemplated by the Services and these Terms of Use, and each such person has released You and GOT from any liability that may arise in relation to such use; (b) Your Data and GOT’s use thereof as contemplated by these Terms of Use and the Services will not violate any law or infringe any rights of any third party, including but not limited to any copyrights, trademarks, service marks or other intellectual property rights, publicity rights, or privacy rights; (c) GOT may exercise the rights to Your Data granted under these Terms of Use without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (d) all of Your Data and other information that You provided to GOT is truthful and accurate. GOT reserves the right to change, condense or delete any content, information, or materials available with or used in connection with the Services (including Your Data) that GOT deems, in its sole discretion, to violate any provision of these Terms of Use.

GOT shall not have any liability for any lost content or Your Data in the event You delete any account or portion thereof within the Services, and such instances shall not constitute a breach of these Terms of Use.

Does GOT monitor the Services?

GOT shall have the right to monitor use of the Services to determine compliance with these Terms of Use, as well the right to remove or refuse any information for any reason in accordance with applicable law, and to use data collected therefrom for any other purposes. Notwithstanding these rights, You remain solely responsible for the content of Your Data.

How is information kept confidential?

You will treat and hold all confidential, commercially sensitive, proprietary, and/or non-public information (“Confidential Information”) received from GOT in strict confidence and will not use or disclose to anyone any of the information except as otherwise expressly permitted by these Terms of Use. The term “Confidential Information” includes the GOT Materials (as defined below). The term “Confidential Information” shall also include all user logins and passwords, GOT Intellectual Property the Services and their features, functionality, work-flow, algorithms, screen displays and methods, system updates and all documentation relating thereto. Any information provided by GOT through the Services shall be considered Confidential Information of GOT. Upon termination, cancellation or expiration of these Terms of Use or the Subscription Agreement for any reason whatsoever, or at GOT’s request at any time, You shall return to GOT all Confidential Information or GOT’s option, destroy such information. You shall not promote or publicly disclose or link the Internet address or location of the Services in any manner, including on any web sites without the prior written consent of GOT.

To the fullest extent permitted by law, GOT hereby designates that its Confidential Information, the On-Line Subscription Application, the Services and its documentation and materials (collectively, the “GOT Materials”) constitute “Trade secrets” as defined by section 812.081 of the Florida Statutes and by section 688.002 of the Florida Statutes (Florida’s Uniform Trade Secrets Act), constitute “Proprietary software” protected by copyright and trade secrets law pursuant to section 119.011(11) of the Florida Statutes, “Data processing software” pursuant to section 119.011(6) of the Florida Statutes, “Proprietary confidential business information” pursuant to section 19.011(4)(a) of the Florida Statutes, are exempt from disclosure pursuant to section 119.071(1)(f) of the Florida Statutes, and under any other applicable provision of the laws of the State of Florida providing exemptions or restrictions against disclosure or use of data, software, confidential information, trade secrets or information under Florida’s Public Records laws (Chapter 119, Florida Statutes) (the “PRA”) or any other provisions of Florida law requiring disclosure. GOT claims copyright protection in and to the GOT Materials. You are prohibited from disclosing, sharing, or otherwise providing GOT Materials to any entity. If You receive a request to disclose, share, or otherwise provide GOT Materials You must inform GOT immediately and prior to taking any actions that may result in a disclosure of any GOT Materials.

What is GOT’s Intellectual Property?

You shall not contest or otherwise challenge: (a) GOT’s designation of its Confidential Information as trade secrets and commercially sensitive and confidential and proprietary information; or (b) GOT’s ownership of the Confidential Information, the GOT Materials, the Services, the On-Line Subscription Application, Feedback (as defined below), and of all copyrights, patents, trade secrets, service marks, trademarks, proprietary rights, domain name registrations, and other intellectual property rights therein and arising therefrom (collectively, the “GOT Intellectual Property”). GOT is the owner of all GOT Intellectual Property and no title or ownership of the Confidential Information or GOT Intellectual Property is transferred to You by way of these Terms of Use. Except for the express limited rights granted to You to use the Services set forth above, no other rights, whether express or implied, are granted to You, and are reserved to and retained by GOT. You agree that any feedback, suggestions, improvements, enhancements, input and/or feature requests relating to the Services provided by You to GOT (“Feedback”) shall be owned solely by GOT, shall be included as part of the GOT Intellectual Property, and GOT shall be free to exploit and/or incorporate such Feedback in connection with the Services and/or GOT’s business.

Do I receive any warranties from GOT?

THESE TERMS OF USE ARE A CONTRACT FOR SERVICES AND NOT FOR THE SALE OF GOODS. THE SERVICES ARE PROVIDED “AS IS” WITH “ALL FAULTS” AND WITHOUT ANY WARRANTIES OF ANY KIND WHATSOEVER, EITHER EXPRESSED OR IMPLIED. YOUR USE OF THE SERVICES IS VOLUNTARY AND ENTIRELY AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR MAINTAINING AN INDEPENDENT MEANS EXTERNAL TO THE SERVICES FOR THE BACKUP AND RECONSTRUCTION OF ANY LOST OR INCORRECT OR DAMAGED DATA OR YOUR DATA. GOT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GOT DOES NOT WARRANT THAT THE SERVICES OR THEIR FUNCTIONS OR CONTENT WILL BE UNINTERRUPTED, TIMELY, WITHOUT DELAYS, WITHOUT LOSSES OF DATA OR INFORMATION OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES, INFECTIONS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE CODE. GOT DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE SERVICES IN TERMS OF ACCURACY, COMPLETENESS, TIMELINESS, USEFULNESS, RELIABILITY OR OTHERWISE. THE SERVICES MAY INCLUDE ERRORS AND MAY BE CHANGED OR MODIFIED AT ANY TIME. YOU, AND NOT GOT, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SERVICES. GOT MAKES NO WARRANTIES THAT YOUR USE OF THE SERVICES WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS. THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

GOT RESERVES THE RIGHT AT ANY TIME AND FROM TIME TO TIME TO MODIFY OR DISCONTINUE, TEMPORARILY OR PERMANENTLY SERVICES OR ANY PART THEREOF, WITH OR WITHOUT NOTICE.

WHAT ARE THE LIMITS AND EXCLUSIONS ON LIABILITY AND DAMAGES? NOTWITHSTANDING ANY PROVISION OF THESE TERMS OF USE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL:

GOT OR ANY OF ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF REVENUE OR SIMILAR DAMAGES; AND

THE TOTAL, COMPLETE AND COLLECTIVE LIABILITY OF GOT AND ALL OF ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS AND DIRECTORS ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS THE SERVICES IN ANY EVENT EXCEED FIFTY DOLLARS ($50.00) IN THE AGGREGATE.

EACH AND ALL OF THE TERMS, PROVISIONS AND LIMITATIONS SET FORTH ABOVE IN THIS SECTION SHALL APPLY: (A) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY, STATUTORY OR OTHERWISE; (B) EVEN IF ANY ONE OR MORE REMEDIES PROVIDED IN THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE; AND (C) EVEN IF GOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

What indemnities do I make to GOT?

You agree to defend, indemnify and hold harmless GOT and each of its subsidiaries, affiliates, licensors, service providers, content providers, employees, agents, contractors, officers and directors from and against any actual or threatened claims, damages, liabilities, demand, judgments, awards, costs and expenses, including reasonable attorneys' fees, due to, arising out of or relating to: (a) Your Data, or Your use of the Services; (b) Your submissions, posts or transmissions through the Services, including Your Data; (c) Your breach or other violation of any of these Terms of Use or any representations, warranties or covenants made herein; (d) Your violation of any rights of any content owner or provider; (e) any violation of the obligations of confidentiality and privacy as set forth in these Terms of Use; (f) any claim by Subscriber or a Third Party Resource arising out of or relating to Your use of the Services or any agreements or disputes between You and Subscriber or any Third Party Resource; and/or (g) any other obligations of indemnity, defense or hold harmless set forth elsewhere in these Terms of Use. The foregoing obligations of indemnity, defense and hold harmless shall apply whether Your acts or omissions were intentional, negligent or reckless.

How and where will disputes be resolved?

These Terms of Use shall be construed and the legal relations between the parties determined in accordance with the laws of the State of Florida. The Uniform Computer Information Transactions Act and the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to these Terms of Use. Any dispute, controversy or claim arising out of or relating to the Services or these Terms of Use, or their negotiation, performance, execution or breach, shall be settled exclusively by arbitration in accordance with the Rules of the American Arbitration Association (“AAA”). The arbitration and all proceedings shall take place in Duval County, Florida before a single arbitrator selected by the parties in accordance with the AAA rules; however, the arbitrator shall have no less than ten (10) years’ experience in computer law and commercial matters. The decision of the arbitrator shall be final and binding and judgment upon the award rendered by the arbitrator shall be entered in any court having jurisdiction thereof. All proceedings, the decision and submissions made in connection with the arbitration shall be confidential. With respect to all disputes arising in relation to these Terms of Use, but subject to the preceding arbitration provisions in this section, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Jacksonville, Florida. In any dispute arising out of or relating to these Terms of Use, the prevailing party shall receive an award of its reasonable attorneys’ fees and costs in any proceeding, including on appeal and enforcement.

AM I WAIVING RIGHTS TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL?

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY ENTERING INTO THESE TERMS OF USE, YOU AND GOT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, COUNTERCLAIM OR CROSS-CLAIM BROUGHT BY GOT OR YOU, AND ARE ALSO WAIVING THE RIGHT TO PARTICIPATE IN OR BE REPRESENTED IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

How does GOT Cooperate with Law Enforcement?

GOT reserves the right to fully cooperate with any law enforcement or duly authorized regulatory authorities or court order requesting or directing GOT to disclose any Your Data, or any other content, data, information, the identity of anyone posting content or using the Services or publishing or otherwise making available any materials that are believed to violate these Terms of Use. BY ACCEPTING THESE TERMS OF USE, YOU WAIVE, RELEASE AND HOLD GOT HARMLESS FROM AND AGAINST ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY GOT DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER GOT OR LAW ENFORCEMENT OR DULY AUTHORIZED REGULATORY AUTHORITIES.

May I transfer these Terms of Use?

The use of the Services and grants by GOT hereunder are personal to You and may not be assigned, sub-licensed or transferred, in whole or in part, by You, whether by agreement, operation of law, sale, merger, reorganization or change of control of Your company or business. Any assignment or transfer in violation of this section shall be void and of no force or effect and shall constitute a material breach of these Terms of Use.

How do I contact or send notice to GOT?

GOT may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to You via email notice, written or hard copy notice, or through posting of such notice in the Services, as determined by GOT in Our sole discretion. GOT reserves the right to determine the form and means of providing notifications to You. GOT is not responsible for any automatic filtering You or Your network provider may apply to email notifications we send to the email address You provide Us. All notices, requests or demands to GOT shall be delivered in writing and shall be deemed given only if delivered personally or sent via overnight delivery to GOT’s mailing address.

What other terms and conditions apply to these Terms of Use?

No Waiver. The failure or delay of any party in exercising any of its rights hereunder, including any rights with respect to a breach or default by the other party, shall in no way operate as a waiver of such rights or prevent the assertion of such rights with respect to any later breach or default by the other party. No party shall be deemed to have waived any rights under these Terms and Conditions by any action or inaction unless an express waiver is set forth in writing. The waiver of one breach hereunder shall not constitute the waiver of any other or subsequent breach.

Entire Agreement and Severability. These Terms of Use (together with any other agreement entered into between You and GOT contemporaneously herewith) constitute the entire, complete and only agreement between the parties regarding the subject matter contained herein and supersedes all proposals or prior agreements, whether oral or written, and all other communications between the parties relating to this subject matter. Nothing in this Agreement shall amend, modify or supersede the Subscription Agreement, which is a separate and independent agreement from these Terms of Use and remains in full force and effect under its own terms. Any modification of any term or condition of these Terms of Use shall be effective only if in writing and signed by authorized representatives of all parties. No other act, usage or custom shall be deemed to modify these Terms of Use. Whenever possible, each provision of these Terms of Use shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of these Terms of Use or the application of any provision to any party or circumstance shall be prohibited by or invalid under applicable law, such provision shall be reduced to such scope as is reasonable and enforceable if possible. Otherwise, such provision shall be severed and ineffective to the extent of such prohibition or invalidity without it invalidating the remainder of the provisions of these Terms of Use or the application of the provision to the other parties or other circumstances.

Relationship of the Parties. These Terms of Use do not constitute and shall not be construed as constituting a partnership, agency or joint venture between any of the parties. These Terms of Use shall not be construed as authority for any party to act for any other party in any agency or other capacity or to make commitments of any kind for the account of or on behalf of the other.

Headings and Interpretation. The use in these Terms and Conditions of the word “including” will mean “including, without limitation.” The words “hereby,” “herein,” “hereinafter,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to these Terms of Use as a whole, as the same may be altered, amended, modified, repealed, restated and/or supplemented in accordance with the provisions contained in these Terms of Use, and not to any particular article, clause, paragraph section, subparagraph or subsection contained in these Terms of Use. All references to articles, clauses, paragraphs, sections, subparagraphs, and subsections will mean the articles, clauses, paragraphs, sections, subparagraphs and subsections contained in these Terms of Use, except as otherwise expressly provided in these Terms of Use. The title of and the article, section and paragraph headings contained in these Terms of Use are for convenience of reference only and will not affect or govern the interpretation of any of the provisions contained in these Terms of Use. The use of the singular form of a definition or term also will denote the plural forms of such definition or term, and vice-versa, as in each case the context may require. Where specific language is to clarify by example a general statement contained in these Terms of Use, such specific language will not be deemed to limit, modify or restrict in any manner the construction of the general statement to which it relates. Should any provision of these Terms of Use require interpretation, the body or entity interpreting or construing these Terms of Use shall not apply a presumption that the terms hereof shall be more strictly construed against the party who itself or through its agents, prepared the document. There are no third-party beneficiaries to these Terms and Conditions, whether express or intended.