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Terms of Use

Please read these terms and conditions carefully before you start to use our Site, as these will apply to your use of our site, products, software, services.

Last updated on November 20, 2018

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1. ACCEPTANCE OF TERMS

Your use of the products, software, services and websites and all corresponding linked pages (collectively, the “Sites”), owned or operated by Gladeo (“Gladeo”), may be accessed by you only if you fully comply with the terms of use described herein (“Terms of Use”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES (AS DEFINED BELOW). BY ACCESSING THE SITES, USING CONTENT OR USING ANY PART OF THE SITES OR ANY SERVICES (EACH AS DEFINED BELOW), YOU AGREE TO BECOME BOUND BY THESE TERMS AND CONDITIONS, INCLUDING DISCLAIMERS OF WARRANTIES, BINDING ARBITRATION, WAIVER OF A RIGHT TO JURY TRIAL, AND A CHOICE OF CALIFORNIA LAW. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS HEREUNDER, THEN YOU MAY NOT ACCESS THE SITES OR USE CONTENT OR ANY SERVICES. GLADEO’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS. IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY GLADEO, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

YOU ACKNOWLEDGE AND UNDERSTAND THAT GLADEO IS A PRIVATE COMPANY AND IS NOT AN ENTITY THAT IS ADMINISTERED BY ANY SCHOOL OR UNIVERSITY OR ANY OTHER GOVERNMENT ORGANIZATION.

YOU ACKNOWLEDGE AND UNDERSTAND THAT YOUR USE OF THE SERVICES DOES NOT GUARANTEE YOU ANY PARTICULAR OUTCOME OR SUCCESS, OR THAT YOU WILL OBTAIN EMPLOYMENT THROUGH THE SERVICES.

2. ELIGIBILITY

The Services are only intended for users in the United States.  To receive the Services you must be either a company or, if you are an individual, at least 13 years old. If you are between 13 years and 17 years old, your legal guardian must read these Terms of Use.  If you are the parent or legal guardian of a user of the Services who is under 18 years old, you consent to such user's use of the Services, assume the obligations provided in these Terms of Use, and assume full responsibility for such user’s use of the Services. If you do not so qualify, do not attempt to use the Services. This Terms of Use will be void and without effect, and you will not be eligible to use any Services, if you do not satisfy these age and jurisdiction requirements.

3. MODIFICATIONS OF TERMS OF USE

Gladeo reserves the right, at its sole discretion, to modify or replace the Terms of Use at any time. You shall be responsible for regularly reviewing these terms and becoming familiar with any such modifications. Your use of the Services following any modification constitutes your acceptance of the terms and conditions of the Terms of Use, as modified.  In addition, when using particular Gladeo owned or operated services, you and Gladeo shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms of Use.

4. DESCRIPTION OF SERVICES

Subject to full compliance with the Terms of Use, Gladeo shall provide you the Services. “Services” may include, but not be limited to, the storage, management, sharing, linking and provision of information, media, document files and the like (including, but not limited to text, user comments, messages, information, data, graphics, photographs, images, illustrations, software, audio, video, Gladeo product information, Gladeo services information and similar materials provided by Gladeo or third party users, also collectively known as “Content”). The Services that Gladeo provides are always evolving and the form and nature of the Services that Gladeo provides may change from time to time without prior notice to you.   Gladeo may change, suspend or discontinue the Services or any Content for any reason, at any time, including the availability of any feature or part of Content. Gladeo may also impose limits on the Services or restrict your access to parts or all of the Services without notice or liability. You understand and agree that the Services are provided “AS-IS” and that Gladeo assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications, personalization settings or Content. You are responsible for obtaining access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Services.

 

The Services may include advertisements, which may be targeted to Content or information on the Services, queries made through the Services, or other information. The types and extent of advertising by Gladeo on the Services are subject to change.

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In consideration for Gladeo granting you access to and use of the Services, you agree that Gladeo and its third party providers and partners may place such advertising on the Services or in connection with the display of Content or information from the Services whether submitted by you or others.

5. YOUR REGISTRATION OBLIGATIONS

To use some of the Services, you may be required to create an account and provide information to Gladeo.  In consideration of your use of the Services, you represent that you have the legal authority to form a binding contract and are not a person or company barred from receiving services under the laws of the United States or other applicable jurisdiction. By creating an account, you also represent that you are at least 13 years old (and if you are between 13 and 17 years old, you must have your legal guardian read these Terms of Use in their entirety).  You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services’ registration form as set forth below and (b) maintain and promptly update such information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Gladeo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Gladeo has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). As a condition to using portions of the Services, you may be required to register with Gladeo and provide a valid email address, select a password and personalized site name (“Registration Data”). All information you provide to Gladeo shall be accurate, complete, and updated. You may not (i) select or use as a personalized site name a name of another person with the intent to impersonate that person; (ii) use as a personalized site name a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a personalized site name a name that is otherwise offensive, vulgar or obscene as determined by Gladeo. Gladeo reserves the right to refuse registration of, or cancel a personalized site name in its sole discretion. You will receive a password and account designation upon completing the Services’ registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Gladeo of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Gladeo cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

6. USER CONDUCT

You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or company from whom such Content originated. This means that you, and not Gladeo, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. Gladeo does not control Content posted via the Services and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Gladeo be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services.

As a condition of use, you promise not to use the Services for any purpose that is unlawful or prohibited by these Terms of Use, or any other purpose not reasonably intended by Gladeo.  Gladeo reserves the right to remove any Content without notice – Gladeo may at any time remove posted material. Gladeo further reserves the right to terminate providing Services to you as determined in its sole and absolute discretion.

Accordingly, without limitation, you agree not to use the Services:
a.     to abuse, harass, threaten, impersonate or intimidate any person;
b.     to access, post, email, download, reproduce, display, perform, distribute or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or that is unlawful, harmful, threatening, vulgar, invasive of another’s privacy, libelous, defamatory, obscene, pornographic, promotes illegal activities, violent, racist, sexist, homophobic, discriminatory, abusive, or offensive;
c.      to post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user;
d.     to create or submit unwanted email (“Spam”) to any other  user or any URL;
e.     to “stalk” another user;
f.      after Gladeo has refused registration of, or canceled your account, whether by attempting to register using a different email address, personalized site name or otherwise, to circumvent the account registration process;
g.     for the benefit of any third party (which shall include, without limitation, allowing more than one person to use a Services account) when not expressly authorized by Gladeo;
h.    to harm minors in any way;
i.     to impersonate any other person or entity;
j.      to upload, email, transmit or otherwise make available Content in violation of any contractual or other legal obligation, to which you are bound;
k.    to upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
l.      to interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
m.   to intentionally or unintentionally violate any applicable local, state, national or international law;
n.     to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
o.     to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Services (including your Gladeo ID), use of the Services, or access to the Services;
p.     to promote or endorse any political issues or candidates;
q.    to collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through p above;
r.     to link to any website with Content that is offensive, indecent or objectionable; and/or
s.     to make offers or solicitations that are not valid, not honored, misrepresentative, illegal or inappropriate.

Additionally, you agree that you will not: (i) take any action that imposes, or may impose in Gladeo’s sole discretion an unreasonable or disproportionately large load on Gladeo’s infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (iii) bypass any measures Gladeo may use to prevent or restrict access to the Services.

Your use of any information learned through the Services or while in the Site is limited to the express purposes set forth in these Terms of Use; all other uses, including, without limitation, sending unsolicited bulk e-mail, are strictly prohibited.
 

You acknowledge that Gladeo may or may not pre-screen Content, but that Gladeo and its designees shall have the right (but not the obligation) in their sole and absolute discretion to pre-screen, refuse, or remove any Content that is available via the Services. Without limiting the foregoing, Gladeo and its designees shall have the right to remove or refuse to distribute any Content that violates the Terms of Use or is otherwise objectionable and to terminate users or discontinue Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Gladeo or submitted to Gladeo, including without limitation information in all other parts of the Services.

You acknowledge, consent and agree that Gladeo may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with applicable law, regulation, legal process or governmental request; (b) enforce the Terms of Use; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Gladeo, its users and the public.  You can learn more about how Gladeo treats information collected through the Services and the Sites by reading the Privacy Policy.

You understand that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Gladeo is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Gladeo with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Gladeo, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Services.
 
Under no circumstances will Gladeo be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.

Please report any violation of the Terms of Use to the following email: contact@gladeo.org.

7. PROPRIETARY RIGHTS

Gladeo respects the intellectual property of others and asks users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have otherwise been violated, please send Gladeo a notification, under the Digital Millennium Copyright Act (“DMCA”), by e-mail to contact@gladeo.org, or to “DMCA Notice”, 3110 Main Street, Building C, Santa Monica, CA 90405. Please include the following, as required by the DMCA:

  • Identify the copyrighted work(s) you claim is infringed.

  • Identify the Content you claim is infringing the copyright(s), and provide enough information for Gladeo to reasonably locate that Content.

  • Include a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf (the “Claimant”).

  • Include the Claimant’s name, address, and telephone number(s).

  • Include a statement that the Claimant has a good faith belief that use of the disputed Content is not authorized by the copyright owner or his/her agent.

  • Include a statement, under penalty of perjury, that the information in the notification of copyright infringement is accurate and that the Claimant is authorized to act on behalf of the copyright owner.

When Gladeo receives an infringement notice with all the required information and are able to locate the allegedly infringing Content, Gladeo will remove or disable access to the subject Content. Gladeo will also take reasonable steps to promptly notify the person who posted the subject Content. Gladeo will give them the opportunity to send a counter-notification. A counter-notification must include the following, to be effective under DMCA:

  • A physical or electronic signature of the person submitting the counter-notification;

  • Identification of the Content that was removed or to which access was disabled and the location at which the Content appeared before it was removed or access to it was disabled;

  • A statement under penalty of perjury that the Content was removed or disabled due to mistake or misidentification of the Content removed or disabled;

  • The name, address, email address and telephone number of the person submitting the counter-notification;

  • A statement that the person submitting the counter-notification consents to the jurisdiction of Federal District Court for his/her judicial district, or if the person is outside the United States, for any judicial district in which Gladeo may be found, and that the person will accept service of process from the person who submitted the DMCA claim or his/her agent.
     

Moreover, Gladeo may take any action it deems appropriate (in its sole and absolute discretion), including, without limitation, removing, terminating or suspending any Content provided by you or any third party, if Gladeo believes for any reason that you or any third party possesses insufficient rights in Content to permit full use or access through the Sites.

All intellectual property rights in and to the Services are and shall be owned by Gladeo, absolutely. Those rights include, but are not limited to, database rights, copyright, design rights (whether registered or unregistered), patents, trademarks (whether registered or unregistered) and other similar rights, wherever existing in the world, together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Service are the property of their respective owners.

Gladeo’s Rights: As between Gladeo and you, Gladeo and its affiliates and licensors own and retain all rights in the Services, which contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by Gladeo and except to the limited extent expressly prohibited by applicable law, you may not (nor permit others to) reverse engineer, copy, modify, publish, transmit, distribute, perform, display or sell any of Gladeo’s proprietary information.  Gladeo trademarks and service marks and other Gladeo logos and product and service names are trademarks of Gladeo, Inc. (the “Gladeo Marks”). Without Gladeo’s prior permission, you agree not to display or use in any manner the Gladeo Marks.  Moreover any attempt to use any “spider”, “robot”, “bot”, “scraper” “data miner” or any program, device, algorithm, process or methodology to access, acquire, copy or monitor the Sites or pages, data or content found on the Sites for the purpose of  scraping the Services or Content without the prior consent of Gladeo is expressly prohibited.

Your Rights: It is your responsibility to ensure that you obtain all consents, authorizations and clearances in any Content owned or controlled by third parties that you access or communicate to others in connection with the Services. Any copying, downloading, burning or distribution capabilities with respect to Content shall not constitute a grant or waiver of any rights of the copyright owners of any Content. The availability of any Content does not transfer to you any commercial or promotional use rights in Content.

You or a third party licensor, as appropriate, retain all patent, trademark and copyright to any Content you submit, post or display on or through the Services, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content (text, video or content in any form) on or through the Services, you grant Gladeo a worldwide, perpetual, non-exclusive, irrevocable, transferable, assignable, royalty-free license (with the right to sublicense) to create derivatives of and to use, store, edit, copy, reproduce, display, archive, reproduce , reprint,  process, modify, such Content on the Services for the purpose of displaying, distributing and promoting the Services or any other format or channel. You represent that you have all necessary licenses, rights, consents and permission to provide the User Submission and to grant the foregoing licenses.

You agree that this license includes the right for Gladeo to make such Content available to other companies, organizations or individuals who partner with Gladeo for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to these Terms of Use for such Content use.

Such additional uses by Gladeo, or other companies, organizations or individuals who partner with Gladeo, may be made with no compensation paid to you with respect to Content that you submit, post, transmit or otherwise make available through the Services.

You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners. You understand that your Content may be rebroadcasted by Gladeo’s partners and if you do not have the right to submit Content for such use, it may subject you to liability. Gladeo will not be responsible or liable for any use of your Content by Gladeo in accordance with this Terms of Use. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit.

Subject to your compliance with these Terms of Use, Gladeo grants you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software that is provided to you by Gladeo as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Gladeo, in the manner permitted by this Terms of Use.

8. GLADEO PRIVACY POLICY

Registration Data and certain other information about you is subject to Gladeo’s Privacy Policy. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by GLADEO and its affiliates.  As part of providing you the Services, GLADEO may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services, which you may not be able to opt-out from receiving.
 

9. INDEMNITY

You will indemnify and hold harmless Gladeo, its parents, subsidiaries, affiliates, customers, vendors, donors, interns, volunteers, trustees, directors, officers and employees from any liability, damages, expenses, and costs (including reasonable attorneys’ fees) arising from (i) any claim or demand made by any third party due to or arising out of your access to the Sites, use of the Services, your Content or violation of the Terms of Use, or (ii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

10. WARRANTY DISCLAIMERS

Third Party Content. Much of the Content displayed in connection with the Services is developed by people over whom Gladeo exercises no control. Accordingly, the Services may include (or direct you to sites containing) Content that some people find objectionable, inappropriate, or offensive. Gladeo cannot guarantee that your use of the Services will not expose you to unintended or objectionable Content and Gladeo assumes no responsibility for what effects the Content may have on you, how you may interpret or use the Content, or what actions you may take as a result of having been exposed to the Content. You hereby release Gladeo from all liability for you having acquired or not acquired Content through the Services. Gladeo makes no representations concerning any content contained in or accessed through the Services, and Gladeo has not independently verified any of the information provided from third parties.  Furthermore Gladeo will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.

GLADEO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE INFORMATION, CONTENT, MATERIALS, QUALITY, PRODUCTS OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITES, UNLESS OTHERWISE SPECIFIED IN WRITING. AS SUCH, GLADEO DOES NOT GUARANTEE THE ACCURACY, CORRECTNESS, TIMELINESS, RELIABILITY, NON-INFRINGEMENT, OR COMPLETENESS OF ANY INFORMATION OR CONTENT ON THE SITES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR SOLE RISK.

General Disclaimer. THE SERVICES, CONTENT, AND SITE ARE PROVIDED ON AN “AS IS” BASIS.  GLADEO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, DONORS, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. GLADEO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS; OR (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GLADEO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF USE.  GLADEO EXPRESSLY DISCLAIMS ANY AND ALL VICARIOUS LIABILITY.
 
MOREOVER, THE SERVICES MAY CONTAIN ADVICE, OPINIONS, INSTRUCTIONS AND STATEMENTS FROM GLADEO, ITS USERS, AND OTHER CONTENT AND INFORMATION PROVIDERS. THIS CONTENT IS INTENDED TO BE USED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU USE THE SITE AND CONTENT AT YOUR OWN RISK. WE STRONGLY URGE YOU TO CONSULT A PROFESSIONAL OR SOME OTHER AUTHORITY IN THE APPROPRIATE FIELD BEFORE USING ANY OF THE CONTENT.

11. LINKS

The Services may provide, or third parties may provide, links to other websites or other resources. Because Gladeo has no control over such sites and resources, you acknowledge and agree that Gladeo 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 Gladeo 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.  You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.  You agree not to provide links from your Content that is not related to your Content or is inappropriate.

12. INTERSTATE NATURE OF COMMUNICATIONS ON GLADEO NETWORK

When you register with Gladeo, you acknowledge that in using the Services to send electronic communications, you will be causing communications to be sent through Gladeo’s computer networks, portions of which are located in California and may be in other locations in the United States and/or countries abroad. As a result, and also as a result of Gladeo’s network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to this Terms of Use, you acknowledge that use of the Service may result in interstate data transmissions.

13. UNITED STATES ONLY

The Services are intended only for users in the United States.  By using the Services, you agree and acknowledge that the Services are hosted in the United States and that data collected through the Services will be stored and processed in the United States and other countries.  Please be advised that through your continued use of the Services, which is governed by U.S. law, these Terms of Use, and the Gladeo Privacy Policy, you are transferring your personal data to the United States and you consent to (a) such transfer, (b) the application of the laws of the United States and/or the State of California with respect to any dispute arising from or related to the Privacy Policy and/or your use of the Services, without regard to conflicts of laws principles, and (c) the exclusive jurisdiction of the courts of the United States and the State of California.  You acknowledge that the laws of the United States and other countries in which the data from the Services is processed may not be as comprehensive as those that exist in your home jurisdiction.

14. IDEAS AND SUGGESTIONS MADE TO GLADEO

By submitting ideas or suggestions to Gladeo through its suggestion web pages, if any, you acknowledge and agree that: (a) your ideas and suggestions do not contain confidential or proprietary information; (b) Gladeo is not under any obligation of confidentiality, express or implied, with respect to the ideas or suggestions; (c) Gladeo shall be entitled to use or disclose (or choose not to use or disclose) such ideas and suggestions for any purpose, in any way, in any media worldwide; (d) Gladeo may have something similar to the ideas or suggestions already under consideration or in development; (e) your ideas or suggestions automatically become the property of Gladeo without any obligation of Gladeo to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Gladeo under any circumstances.

15. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT GLADEO AND ITS SUBSIDIARIES, AFFILIATES, MEMBERS, DONORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GLADEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF GLADEO’S NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT.  YOU AGREE THAT GLADEO HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY CONTENT MAINTAINED OR POSTED BY OR THROUGH THE SITES OR SERVICES.

16. MODIFICATIONS TO SERVICES

Gladeo reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Gladeo shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

17. TERMINATION

Gladeo will endeavor to notify you when your right to access the Services is about to expire. Upon the expiration of your Services, Gladeo maintains the right to delete Content for all users created within your Services account.

You may cancel your access to the Services at any time, and cancellation will be effective immediately. To cancel, login to your account and go to the account section and select the Delete Account option.

You agree that Gladeo may, under certain circumstances and without prior notice, immediately terminate your Gladeo account, any associated email address, and access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms of Use or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions) per above, (d) discontinuance or material modification to the Services (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) engagement by you in fraudulent or illegal activities. Termination of your Gladeo account may include (i) removal of access to all offerings within the Services, (ii) deletion of your password, and (iii) barring of further use of the Services. Further, you agree that all terminations for cause shall be made in Gladeo’s sole and absolute discretion and that Gladeo shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Services.

Gladeo also reserves the right to terminate your account for any or no reason upon one day notice to you.

Upon termination of your account, your right to use the Services will immediately cease. Gladeo’s proprietary rights, disclaimer of warranties, indemnities, limitations of liability and miscellaneous provisions shall survive any such termination.

18. Governing Law and Jurisdiction

The Terms of Use shall be governed by and construed in accordance with the laws of the state of California (except with regard to its conflicts of laws principles), as if made within California between two residents thereof, and the parties submit to the exclusive jurisdiction of Los Angeles, California.

19. Disputes

Notwithstanding the foregoing sentence, (but without limiting, and you hereby acknowledge and agree to, Gladeo’s right to seek injunctive or other equitable relief in any court of competent jurisdiction), any disputes arising from or relating to these Terms of Use (including the enforceability of this arbitration provision) shall be referred to and administered by a single arbitrator in accordance with the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) Streamlined Arbitration Rules and Procedures. The arbitrator shall be affiliated with JAMS and selected by joint agreement of the parties. In the event the parties cannot agree on an arbitrator within thirty (30) days of the initiating party providing the other party with written notice that it plans to seek arbitration, the parties shall each select an arbitrator affiliated with JAMS, which arbitrators shall jointly select a third such arbitrator to resolve the dispute. In the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Gladeo will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive.  The written decision of the arbitrator shall be final and binding on the parties. The arbitration proceeding shall be carried on and heard in Los Angeles, California using the English language and pursuant to the rules of (and administered by) JAMS.  THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU MAY NOT BRING ANY CLAIM AS A PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHER SIMILARLY SITUATED PERSONS.  THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.  If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class, representative, or collective basis, or as a private attorney general on behalf of other persons similarly situated, then the entirety of this arbitration provision shall be null and void, and neither you nor Gladeo shall be entitled to arbitrate the dispute.  BY AGREEING TO THE ARBITRATION OF DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL. DO NOT USE THE SERVICES IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

20. MISCELLANEOUS

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use and you do not have any authority of any kind to bind Gladeo in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Gladeo shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Gladeo’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of the Terms of Use is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Use shall otherwise remain in full force and effect and enforceable. The Terms of Use is not assignable, transferable or sublicensable by you except with Gladeo’s prior written consent. You agree that your Gladeo account is non-transferable and any rights to your Gladeo ID or contents within your account terminate upon your death or dissolution, as applicable. Gladeo may transfer, assign or delegate the Terms of Use and its rights and obligations without consent.  Both parties agree that the Terms of Use is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Terms of Use. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Gladeo Services, affiliate services, third-party content or third-party software. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in this Terms of Use are for convenience only and have no legal or contractual effect. You agree that, except as otherwise expressly provided in this Terms of Use, there shall be no third-party beneficiaries to this Terms of Use. Gladeo may provide you with notices, including those regarding changes to the Terms of Use, by email or postings on the Services.

Amendment to GLADEO Terms of Use for Government Entities

Gladeo acknowledges that as a United States government entity (“Government Entity”), you are required, when entering into agreements with other parties, to follow applicable federal laws and regulations, including those related to ethical standards, limitations on indemnification, fiscal law constraints, advertising and endorsements, freedom of information, governing law, and dispute resolution forum and processes (collectively, “Government Considerations”). Government Entity wishes to use Gladeo’s Services pursuant to the Terms of Use as amended hereto, and Gladeo is willing to allow such use as set forth herein.

1. Terms of Use.

In using the Service, Government Entity agrees to abide by the Terms of Use (hereby incorporated by this reference) as amended by this Amendment.  For clarity, this Amendment only governs Government Entity’s use of the Service, and not any other features or functionality on the service.

2. Conflicts, Use of Terms.

In the event of conflict between the terms and conditions of the Terms of Use, and the terms and conditions of this Amendment, the terms and conditions of this Amendment will control. Unless otherwise expressly defined in this Amendment, all capitalized terms herein will have the meanings ascribed to them in the Terms of Use.

3. Amendments.

(a) Governing Law. The “Governing Law and Jurisdiction” section is hereby deleted in its entirety and replaced with the following:
“Governing Law and Jurisdiction. These Terms of Use will be governed, interpreted and enforced in accordance with the laws of the United States of America. In the absence of federal law, the laws of the state of California will apply.”

(b) Disputes. The section governing how and where disputes related to the Terms of Use are handled is hereby deleted in its entirety and replaced with the following:
“Disputes. You and Gladeo will endeavor to resolve any disputes in an amicable fashion. The liability of Government Entity and its obligations to Company resulting from any breach by Government Entity of any of the provisions of this Terms of Use or any claim arising from this Terms of Use will be determined under the Contract Disputes Act, the Federal Tort Claims Act, the Tucker Act, or any other applicable law.”

(c) Indemnity. The indemnity section in the Terms of Use is hereby deleted in its entirety and replaced with the following:
“Disclaimer. You agree that your account on the Gladeo Service will serve as an additional distribution channel for government information, but in no event will serve or be represented as the official site or homepage for Government Entity.”

(d) Authority. The following section is added to the Terms of Use:
“Additional Representations; Authority. Government Entity hereby represents and warrants that the individual agreeing to the Terms of Use is duly qualified and has the appropriate authority to agree to the Terms of Use and this Amendment on behalf of Government Entity and Government Entity has determined that entering into the Terms of Use and this Amendment does not constitute a federal government acquisition and is not subject to any federal procurement regulation.”

(e) Changes to Terms of Use. The following section is added to the Terms of Use:
“Changes to the Terms of Use. Gladeo agrees that to the extent that any change or addition to these Terms of Use conflict with this Amendment, the terms of this Amendment shall supersede such change or addition.”

4. Effect.

This Amendment constitutes the entire agreement among the parties with respect to the amendment of the Terms of Use, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the amendment of the same. This Amendment is not intended to confer any rights or remedies hereunder upon any person other than the parties. The terms of this amended Terms of Use are considered by Gladeo to be confidential information, and, to the extent permitted by law, Government Entity will maintain the same in strict confidence and not disclose the same to any third party (other than its contractors that are bound by similar confidentiality obligations and other government entities that are required to abide by the same Government Considerations as is Government Entity) or use the same for any purpose other than its performance under these amended Terms of Use.

5. Miscellaneous.

Gladeo agrees that it will not use your logos, trademarks, service marks, tradenames to imply an endorsement by you or the Federal Government of Gladeo Services; provided however, that the foregoing shall not prohibit Gladeo from using your logos, service marks and trade names as necessary to run the Gladeo Service. The Parties are independent entities and nothing in the Terms of Use or this Amendment creates an agency, partnership, or joint venture. Nothing in the Terms of Use or this Amendment obligates you to expend appropriations or incur financial obligations except to the extent that liabilities may arise from your breach the Terms of Use as amended by this Amendment. The Parties acknowledge and agree that none of the obligations arising from the Terms of Use and this Amendment are contingent upon the payment of fees by one party to the other.

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