GPS Investment Partners, LLC or one or more of its affiliates (collectively, “GPS Investment Partners”, “we”, “us”, or “our”) is the operator and host of the website www.____________.com (“Website”). These terms and conditions (this “Agreement”) are a contract between you (“You” or “Yourself”), and GPS Investment Partners. Your compliance with this Agreement is a condition of Your access to and use of the Website. All other use is strictly prohibited.
BY USING THE WEBSITE YOU AGREE TO BE BOUND BY THIS AGREEMENT AND THE PRIVACY POLICY, (WHICH IS INCORPORATED HEREIN BY REFERENCE), AND ALL DISCLAIMERS AND TERMS AND CONDITIONS THAT APPEAR ELSEWHERE ON THE WEBSITE NOW OR IN THE FUTURE. IF YOU DO NOT AGREE WITH ALL OF THE FOREGOING, YOU MUST IMMEDIATELY DISCONTINUE USING THE WEBSITE.
GPS INVESTMENT PARTNERS HAS THE RIGHT TO CHANGE THE WEBSITE OR THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE, WHETHER AS A RESULT OF CHANGES IN LAW OR POLICY OR OTHERWISE. THEREFORE, EACH TIME YOU USE THE WEBSITE, YOU SHOULD VISIT AND REVIEW THE THEN CURRENT TERMS AND CONDITIONS OF USE. YOUR CONTINUED USE OF THE WEBSITE WILL CONSTITUTE ACCEPTANCE OF SUCH CHANGES. GPS INVESTMENT PARTNERS RESERVES THE RIGHT TO MONITOR ALL USE OF THE WEBSITE.
When using the Website, You must comply with all laws and regulatory requirements applicable to Your use of the Website.
Acceptable Use
The Website is for your personal and non-commercial use. GPS Investment Partners grants You a non-exclusive, non-transferable, revocable and limited personal license to access and use the Website, conditioned on Your continued compliance with this Agreement. You may not modify, copy (except as set forth below), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, products or services obtained from the Website. You may print hard copies of the information and download temporary copies of the information into one or more computers’ memory solely for Your own personal, non-commercial use, provided that all relevant copyright, trademark and other proprietary notices are kept intact.
Content
The Website, all of the information and materials contained therein, (“Content”) shall remain the property of GPS Investment Partners and its licensors and suppliers. You do not acquire any right, title or interest in any Content by virtue of accessing the Website or making use of the Content, and You may not take any action inconsistent with GPS Investment Partners’ (or any licensor’s or supplier’s) ownership of the Website or Content.
No Warranties; No Responsibility to Update
NONE OF GPS INVESTMENT PARTNERS, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE PROVIDERS MAKES ANY WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE WEBSITE, ITS SERVICES OR CONTENT. THE WEBSITE, ITS SERVICES AND CONTENT ARE PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AT YOUR SOLE RISK. GPS INVESTMENT PARTNERS, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE PROVIDERS DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND IN CONNECTION WITH THE WEBSITE, ITS SERVICES, THE CONTENT OR THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, CORRECTNESS, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, PERFORMANCE, TIMELINESS, OR CONTINUED AVAILABILITY OF THE WEBSITE, ITS SERVICES OR CONTENT OR THAT USE OF THE WEBSITE, ITS SERVICES AND CONTENT WILL NOT INFRINGE, MISAPPROPRIATE OR VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS. GPS INVESTMENT PARTNERS CANNOT ENSURE THAT THE WEBSITE, ITS SERVICES OR CONTENT YOU ACCESS OR DOWNLOAD RELATED TO THE WEBSITE WILL BE FREE OF ERRORS, DEFECTS, VIRUSES, CONTAMINATION OR DESTRUCTIVE FEATURES. NONE OF GPS INVESTMENT PARTNERS, ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE PROVIDERS SHALL HAVE ANY RESPONSIBILITY TO MAINTAIN THE WEBSITE, ITS SERVICES OR CONTENT MADE AVAILABLE ON THE WEBSITE OR TO SUPPLY ANY CORRECTIONS, UPDATES, OR RELEASES IN CONNECTION THEREWITH.
Limitation of Liability
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL GPS INVESTMENT PARTNERS, ITS AFFILIATES, AND EACH OF ITS AND THEIR OFFICERS, DIRECTORS, MANAGING DIRECTORS, PARTNERS, EMPLOYEES, ASSOCIATED PERSONS AND AGENTS (COLLECTIVELY, THE “GPS INVESTMENT PARTNERS PARTIES”) OR PROVIDERS OF THE WEBSITE, ITS SERVICES OR CONTENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR PENALTIES WHATSOEVER, INCLUDING DAMAGES FROM DELAY OF DELIVERY, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES, FROM THE CORRUPTION, DAMAGE OR RECOVERY OF DATA, FROM BREACHES OF DATA OR SYSTEM SECURITY, OR FOR THE FAILURE OF ANY CONNECTION OR COMMUNICATION SERVICE TO PROVIDE OR MAINTAIN YOUR ACCESS TO THE WEBSITE, ITS SERVICES OR CONTENT OR FOR ANY INTERRUPTION OR DISRUPTION OF SUCH ACCESS OR ANY ERRONEOUS COMMUNICATION BETWEEN THE WEBSITE AND YOU, REGARDLESS OF WHETHER THE CONNECTION OR COMMUNICATION SERVICE IS PROVIDED BY GPS INVESTMENT PARTNERS OR A THIRD PARTY SERVICE PROVIDER, OR LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR INABILITY TO ACCESS OR USE THE WEBSITE, ITS SERVICES OR CONTENT HOWEVER CAUSED, WHETHER UNDER A THEORY OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCTS LIABILITY OR OTHERWISE, EVEN IF ANY OF THE GPS INVESTMENT PARTNERS PARTIES OR PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE GPS INVESTMENT PARTNERS PARTIES AND PROVIDERS SHALL HAVE NO LIABILITY, CONTINGENT OR OTHERWISE, TO YOU OR TO THIRD PARTIES, FOR THE CORRECTNESS, QUALITY, ACCURACY, TIMELINESS, RELIABILITY, PERFORMANCE, CONTINUED AVAILABILITY, COMPLETENESS OR DELAYS, OMISSIONS, OR INTERRUPTIONS IN THE DELIVERY OF CONTENT AND SERVICES AVAILABLE ON THE WEBSITE. IN NO EVENT SHALL ANY OF THE GPS INVESTMENT PARTNERS PARTIES’ CUMULATIVE TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TEN DOLLARS ($10.00).
Indemnification
You will, at your own expense, defend, indemnify and hold the GPS Investment Partners Parties harmless from and against any and all suits, claims, losses, liabilities, damages, judgments, costs and expenses (including attorneys’ fees) arising from Your (i) use of or access to, or inability to use or access, the Website, any Content or any products or services related to the Website, (ii) other acts or omissions, and/or (iii) violation of any of the terms of this Agreement.
Governing Law; Dispute Resolution
The laws of the State of New York applicable to contracts to be performed wholly within such state shall govern this Agreement. You hereby expressly consent to the exclusive jurisdiction of and venue in the courts located in the State of New York, and waive any objection to such courts, including without limitation, on the basis of personal jurisdiction, venue or inconvenience of the forum.
Termination
This Agreement is effective unless and until terminated by either You or GPS Investment Partners. You may terminate this Agreement at any time with notice to GPS Investment Partners, whereupon You must immediately cease using or accessing the Website, Content and/or any products or services provided through the Website. GPS Investment Partners may terminate this Agreement, in GPS Investment Partners’ sole discretion, at any time and deny You access to the Website. Notwithstanding any termination of this Agreement, provisions which should survive termination shall survive any termination.
General
You agree that no joint venture, partnership, employment or agency relationship exists between You and GPS Investment Partners as a result of this Agreement or Your access to and use of the Website. Headings used in this Agreement are for reference purposes only. If any provision of this Agreement is for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision. The failure of GPS Investment Partners to act with respect to a breach of this Agreement does not constitute a waiver and will not limit GPS Investment Partners’ rights with respect to such breach or any subsequent breaches. You may not assign, transfer or sublicense this Agreement, any or all of Your rights under this Agreement, or delegate any of your obligations under this Agreement. Any such attempted assignment, transfer, sublicense or delegation is void. We may assign, transfer or sublicense any or all of our rights or this Agreement or delegate any of our obligations under this Agreement. Notices to You may be made via posting to this website, by email, or by regular mail in GPS Investment Partners’ discretion. A printed version of this Agreement and any notice given in electronic form is admissible in judicial or administrative proceedings relating to this Agreement to the same extent as in printed form. Except as otherwise agreed in writing, this Agreement is the sole, final and entire agreement between You and GPS Investment Partners relating to the Website and Content and supersedes any and all prior or contemporaneous written or oral agreements or understandings between You and GPS Investment Partners relating to the Website and Content. GPS Investment Partners may amend this Agreement as set forth herein. You may not amend or modify this Agreement.