Terms of Service

IT IS IMPORTANT THAT YOU CAREFULLY READ AND UNDERSTAND THESE
TERMS OF SERVICE

These Terms of Service (“Terms”) are a legally binding agreement between you (“You” or “Your”) and GPS Insight, Inc., a Maryland corporation  (“GPS Insight”), and govern your access to and use of certain Software as a Service applications, systems, software, databases, mobile applications and certain websites described herein (collectively, the “GPS Insight FSM”), on a subscription basis (“Subscription”). Access to and use of the GPS Insight FSM by You is subject to: (i) these Terms, including any modifications or additions to these Terms from time to time issued by GPS Insight, and (ii) all applicable laws and regulations. If you are agreeing to these Terms on behalf of an organization or other legal entity (“Organization”), then you represent and warrant that you have the authority to so bind the Organization to these Terms and “you” or “your” refers to such Organization.

Data Processing Amendment

If you have a business established in the territory of a member state of the European Economic Area or Switzerland or you are otherwise subject to the territorial scope of the General Data Protection Regulation (GDPR), in addition to these Terms, you also to agree the GPS Insight FSM Data Processing Terms agreement, made available here.

1.  GPS Insight FSM.
   1. Access to GPS Insight FSM. (i) GPS Insight may, from time to time, introduce new features to the GPS Insight FSM, or modify or delete existing features, in its sole discretion. By using any new or modified features as they become available, You agree to be bound by these Terms concerning such features, including any additional applicable terms, such as third-party terms. You may use the GPS Insight FSM to access and use, on a subscription basis, the GPS Insight FSM Mobile App (“Mobile App”), which can be accessed by downloading the version for your approved mobile device. The GPS Insight FSM, and the Mobile App, may also allow you to access certain Third Party Materials. Third Party Materials are governed by their own set of legal terms, which will be provided by the licensor thereof. GPS Insight is not responsible for any Third Party Materials.
   2. Registration. If You wish to use the GPS Insight FSM, You are required to register by completing a Registration Form (“Registration Form”). GPS Insight may accept or reject any Registration Form in its sole discretion. You represent and warrant that the information provided when registering is accurate, complete and current as of the date submitted and that You will update such information from time to time as necessary. As part of the registration process, You will select a user name based on Your e-mail (“User Name”), and a password (“Password”) to access the User Name. GPS Insight may, at its option, change the parameters for Passwords used to access the GPS Insight FSM without prior notice to You. GPS Insight may reject any User Name that GPS Insight determines in its discretion is unacceptable for use. You are solely responsible for maintaining the security of Your User Name and Password, and changing Your User Name and Password if either is compromised. If You disclose Your User Name and/or Passwords to any person(s), or permit any other person(s) to use the GPS Insight FSM with Your User Name, Passwords, or other means to access Your accounts, You are responsible for any use or misuse by such person(s).
   3. Access. You agree that GPS Insight in its sole discretion, may suspend or terminate Your Password or User Name or use of the GPS Insight FSM for any reason, including, without limitation, for lack of use, or if GPS Insight believes that You have violated or acted inconsistently with the letter or spirit of these Terms. You acknowledge and agree that any suspension or termination of Your Password or User Name or use of the GPS Insight FSM may be effected without prior notice and that GPS Insight may immediately deactivate or delete Your account and all related information and files and/or bar any further access to such information and files. You agree that GPS Insight shall not be liable to You or any third party for any suspension or termination of Your access as provided herein. Any access or attempted access of other areas of GPS Insight’s computer systems, third-party systems and services that GPS Insight utilizes or other information contained therein for any purpose is strictly prohibited.
   4. Restrictions. You agree that the GPS Insight FSM contains proprietary content that is protected by applicable intellectual property and other laws, and that You will not use such content in any way except for Your permitted use of the GPS Insight FSM service in accordance with these Terms. You may not rent, lease, lend, sell, redistribute or sublicense any part of the GPS Insight FSM. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any part of the GPS Insight FSM, any updates, or any part thereof or any other GPS Insight intellectual property or Third Party Materials (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the GPS Insight FSM) or delete the copyright and other proprietary rights notices on any part of the GPS Insight FSM and any attempt to do so is a violation of the rights of GPS Insight and its licensors. You shall not exploit the GPS Insight FSM service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the GPS Insight FSM service in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that GPS Insight is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the GPS Insight FSM. You agree not to interfere in any way with others’ use of or access to the GPS Insight FSM or any other GPS Insight offering. GPS Insight reserves the right to report any activity that it reasonably suspects violates any law, regulation or rights of a third party and to disclose any information to law enforcement officials, regulators, or other appropriate third parties. GPS Insight reserves all rights not expressly granted under these Terms. You may not use or otherwise export or re-export any part of the GPS Insight FSM except as authorized by U.S. law and the laws of the jurisdiction in which the Mobile App was obtained. The GPS Insight FSM may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the GPS Insight FSM service or Mobile App, You represent and warrant that You are not located in any such country or on any such list. You also agree that You will not use these products for any purposes prohibited by U.S. law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
   5. Government Use and Compliance. The GPS Insight FSM and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
2. Mobile Application.
   1. The GPS Insight FSM Mobile App allows You to interface with certain of Your back office software solutions. The license granted to You for the Mobile App is limited to a limited, revocable, non-transferable license for You to use the object code of the Mobile App on one approved mobile device that You solely own or control and as permitted herein by the Usage Rules set forth in Section 9.b. of the App Store Terms and Conditions (the “Usage Rules”). To use the Mobile App, you need an approved, compatible mobile device. You agree that GPS Insight may from time to time issue new versions of the Mobile App, which will be automatically upgraded on your mobile device, and that these Terms will apply to any such upgrades.
3. Third Party Materials.
   1. The GPS Insight FSM enables Your access to content, data, information, applications or materials from third parties (collectively, “Third Party Materials”). In the event You already have rights to use Third Party Materials that are accessible through GPS Insight FSM service, then You can simply access such Third Party Materials via the GPS Insight FSM service. In order to access and use any new Third Party Materials, You will need to access the website of the particular provider for such Third Party Materials and may need to create an account with such provider. When doing so, You will need to agree to a separate agreement with such third party provider setting forth Your permitted use of such Third Party Materials. You agree that GPS Insight is not responsible for the performance of or Your access to any Third Party Materials, and You will not hold GPS Insight responsible therefore in any way. Third Party Materials are not supported by GPS Insight FSM or the Mobile App. For any performance issues, You must look to the third party provider of such Third Party Materials, and not to GPS Insight FSM. By using the GPS Insight FSM, You also acknowledge and agree that GPS Insight is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials.
   2. Links. The GPS Insight FSM contains links or references to third-party websites or resources. You acknowledge and agree that GPS Insight is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links or references to such websites do not imply any endorsement by GPS Insight of such websites or the content, products, or services available from such websites. Linked and referenced websites are not operated, controlled or maintained by GPS Insight, and GPS Insight is not responsible for the availability, content, policies or practices of linked or referenced websites. Links and references to other websites are provided for Your convenience only, and You accesses them at Your own risk.
4. Content.
   1. GPS Insight FSM Content. “GPS Insight FSM Content” means information and/or data provided by GPS Insight, including but not limited to any intellectual property, proprietary methodologies, software code, algorithms, designs, and multimedia content. All GPS Insight FSM Content is protected by Intellectual Property Rights owned by GPS Insight. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the GPS Insight FSM Content (either in whole or in part) without the express prior written consent of GPS Insight. GPS Insight may change, delete or update any GPS Insight FSM Content at any time, from time to time, without prior notice. GPS Insight FSM Content is provided for informational purposes only and is not binding on GPS Insight in any way except as otherwise expressly agreed to in writing by GPS Insight.
   2. Third Party Content. “Third Party Content” means any information and/or data provided by a third party, and may be protected by intellectual property rights which are owned by such third parties. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Third Party Content (either in whole or in part) without the express prior written consent of the applicable third party. You acknowledge and agree that Third Party Content is provided by third parties that are not affiliated with or under the control of GPS Insight, and GPS Insight does not operate, control, endorse, guaranty, represent or warrant in any way any Third Party Content on or accessed through the GPS Insight FSM.
   3. Subscriber Content. “Subscriber Content” means the information contained in the GPS Insight FSM pertaining to the subscriber that You upload, download and access through the GPS Insight FSM or that you store in the GPS Insight FSM data Folders. For clarity, Subscriber Content does not include GPS Insight FSM Content. You represent and warrant that You own or have the necessary licenses, rights, consents and permissions to possess and use, and allow others to use, as described herein, and You hereby grant to GPS Insight a nonexclusive, royalty-free, revocable right and license to access, store, reproduce, display, handle, transmit, test or otherwise use all Subscriber Content solely for purposes of GPS Insight providing its services to You hereunder. You are solely responsible for the Subscriber Content. If You choose to, You can share all or some of Subscriber Content with specific individuals You select. If You decide to share Subscriber Content, You are giving certain legal rights to those individuals. GPS Insight does not claim any ownership rights in Subscriber Content. You acknowledge that GPS Insight, may, but does not have any obligation to monitor the Subscriber Content, or use by others to whom You have granted access, that is uploaded, posted, submitted, linked to or otherwise transmitted using the GPS Insight FSM service, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Subscriber Content or any information obtained by using GPS Insight FSM service. You also agree that GPS Insight, through the GPS Insight FSM, may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the GPS Insight FSM service. GPS Insight may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.
   4. Data Storage. You acknowledge and agree that GPS Insight utilizes a third party for the operation of the GPS Insight FSM service and for processing and storage of all Subscriber Content. As such, GPS Insight cannot guarantee that You will always have access to the Subscriber Content, or the security of the Subscriber Content. You further acknowledge and agree that You are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the GPS Insight FSM.
   5. Disclaimer. You acknowledge and agree that (A) by using any of the GPS Insight FSM, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material, and (B) the records, documents, images and information posted on its website by GPS Insight or any other party may contain errors, omissions or typographical errors or may be out of date. Nevertheless, You agree to use the GPS Insight FSM service at Your sole risk and that GPS Insight shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable. Notwithstanding the foregoing, GPS Insight reserves the right to monitor content on our website and the GPS Insight and to remove content that it in its sole discretion, determines to be harmful, offensive or otherwise in violation of applicable law, these Terms or the spirit of our service offering. GPS Insight is not responsible for any failure or delay in removing such material. GPS Insight is not responsible for content made available on the Internet.
5. Termination.
   1. Termination of Subscription. Except as otherwise agreed to between us in writing, Your use of the GPS Insight FSM service is on a month-to-month basis. You can terminate your Subscription by notifying GPS Insight of such termination, which shall be effective as of the last day of on the then-current Subscription period.
   2. Expiration or Termination of Rights for Third Party Materials. GPS Insight reserves the right to terminate these Terms and any licenses granted hereunder in the event any license for Third Party Materials is terminated for any reason.
   3. Termination for Default. GPS Insight has the right to modify, suspend or discontinue, temporarily or permanently, the GPS Insight FSM, any licenses granted by GPS Insight hereunder, and Your right to access or use any Mobile App at any time and without prior notice, for any reason, including without limitation: (1) attempts by You (or other party) to gain unauthorized access to the GPS Insight FSM or assist others in attempting to do so, (2) You (or other party) disabling any security features on the GPS Insight FSM, (3) Your violation of these Terms, (4) Your failure to pay for services ordered hereunder or any related charges, (5) Your suspected or actual infringement of a third party’s intellectual property rights or trade secrets as defined in the Uniform Trade Secret Act including customer lists, product lists, product pricing, company templates, or similar trade secret property, or (6) pursuant to requests by law enforcement or other government agencies. The obligations and liabilities of You incurred prior to the termination date shall survive the termination of these Terms for all purposes. YOU ACKNOWLEDGE AND AGREE THAT GPS INSIGHT SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR TAKING ANY ACTION AUTHORIZED IN THIS SECTION.
   4. Effects of Termination. In the event of any termination for any reason, GPS Insight shall terminate your access to the GPS Insight FSM and the Mobile App, and You shall (i) immediately pay all amounts due to GPS Insight through the date of termination; (ii) at Your expense, permanently purge all copies of the GPS Insight FSM Content and Mobile Apps from Your computers and mobile devices, and (iii) certify to GPS Insight in writing that the foregoing duties have been performed and that You shall not in any way continue to use or permit the continued use of GPS Insight FSM Content and/ Mobile Apps as permitted herein. You will have 30 days from such termination to download all of Your Subscriber Content, and unless You have purchased read-only access as set forth below, such content will thereafter be deleted at GPS Insight’s discretion.
   5. Survival. Any provision of this Agreement that by its very nature or context is intended to survive any termination, cancellation or expiration thereof, shall so survive, and shall apply to respective successors and assigns.
6. Fees and Payments.
   1. If You sign up for a paid account, and You don’t cancel that account before the end of the provided trial period, You will be billed starting on the first day following the trial period. If You cancel prior to the processing of your first invoice (i.e. up to and including the last day of your free trial), your access to GPS Insight FSM will terminate, and your credit card will not be charged.
   2. Subscriptions (“Subscriptions”) for access to the GPS Insight FSM service and the Mobile Apps are set forth on the Fee Schedule GPS Insight reserves the right, at any time and from time to time, to change its billing procedures hereunder effective upon posting such changes on our website. Subscription fees are due in advance on the date Your account is opened, and on the same day of each month thereafter (each, a “Due Date”). Any changes in such fees will take effect on the next Due Date.
   3. Your Subscription will continue indefinitely until terminated in accordance with these Terms. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period. You agree that your account will be subject to this automatic renewal feature unless you cancel your Subscription at least thirty (30) days prior to the Renewal Commencement Date. You can cancel your account by contact our support team.
   4. To purchase any Subscription on the GPS Insight FSM, You must be legally permitted to enter into a legally binding contract. Prior to the purchase of any Subscriptions on the GPS Insight FSM, You must, when prompted to do so, provide a valid credit card number and related payment information. By submitting that information, You hereby authorize GPS Insight to charge Your credit card on each Due Date for such Subscriptions as set forth herein.
   5. All prices on our website are quoted in U.S. currency, are valid and effective only in the United States, Canada and Puerto Rico and are subject to change at any time without notice. You shall be responsible for any tax or other governmental charge related to the sale, use or delivery of the merchandise or services. GPS Insight shall automatically charge Your credit card and withhold the applicable tax for GPS Insight FSM service as is required, however GPS Insight’s failure to do so shall not relieve You of any liability for such taxes. If GPS Insight is unable to collect amounts owed on Your accounts, GPS Insight may refer those accounts to a collection agency, and You will be responsible for all costs of collection.
   6. Read-Only Access. You may have the option to purchase read-only access to Your data. This option, if available, will be governed by these Terms or the then-current terms applicable at the time of the purchase of such continued access. Unless agreed to otherwise by GPS Insight, it is important to note that You must make any request for this access within 30 days following the effective date of termination. GPS Insight does not have any obligation to store or maintain Your data thereafter unless such access is purchased as described herein.
   7. Fiserv Service Fee Features and Exclusivity. By signing up for GPS Insight FSM, You agree to use only the integrated payment processing services provided by GPS Insight and Fiserv for all transactions. You must sign up through Fiserv and cannot create or use separate Fiserv accounts or any other third-party payment processors for transactions via the GPS Insight FSM service. Any breach of this exclusivity may result in the immediate termination of your GPS Insight FSM access and related services. You must adhere to the Fiserv Terms of Use and Fiserv Privacy Notice, and any Fiserv term and conditions related to your use of any related Fiserv features. All such terms are a two-party agreement between You and Fiserv and GPS Insight disclaims all liability related thereto. It is Your responsibility to set up and provide appropriate notices and legal terms and conditions to Your customers when utilizing the Fiserv service fee features. Any such terms may not contradict  and must comply with these Terms and Fiserv terms as appropriate and applicable.  Fees related to such service fee features will be calculated based on the cardholder’s billing zip code.
7. Upgrades, Downgrades, and Cancellations.
   1. If You choose to upgrade Your account, this will trigger a pro-rated charge which will be processed immediately using the payment method You have provided.
   2. If You downgrade Your account, we will adjust Your fees down as of the next billing cycle. Downgrading Your service may cause the loss of Subscriber Content, features, or capacity of Your account. GPS Insight does not accept any liability for such loss.
   3. If You cancel your Subscription before the end of Your current paid up month, Your account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and You will not be charged for the next month or be able to access Your account.
8. Refunds.
   1. Monthly GPS Insight FSM Subscriptions are billed in advance on a monthly basis and are non-refundable.
   2. If You sign up for an annual Subscription, You will be charged for the entire year on the date that You sign up for such account. There are no refunds or credits for partial months of service, upgrade, or downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.
9. Permitted Use.
   1. You agree that, while using the GPS Insight FSM, You will at all times comply with GPS Insight FSM’s Acceptable Use Policy.
   2. If You use the GPS Insight FSM service to send any electronic communications to any third parties, You agree (i) that such use, and each such electronic communication, shall comply with all applicable laws, rules, regulations and guidelines; (ii) GPS Insight will not be liable to You or any third party for such use by You; and (iii) You will indemnify and hold harmless GPS Insight, its affiliates and their officers, directors, employees and affiliates from and against any and all liability or costs arising from or related to such use.
   3. In order to cooperate with governmental requests, or to ensure the integrity and operation of GPS Insight’s business and systems, GPS Insight may access and disclose any information it considers necessary or appropriate, including, without limitation, Your contact details, IP addressing and traffic information, usage history and posted content. You agree to comply with all local rules regarding online conduct and acceptable content. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which You reside.
   4. Your access to and use of the GPS Insight FSM, content and GPS Insight website and is at Your own risk. GPS Insight will have no responsibility for any harm to Your computer system, loss or corruption of data, or other harm that results from Your access to or use of the GPS Insight FSM, content or GPS Insight website. GPS Insight FSM and Third Party Materials that may be accessed from, displayed on or linked to from the mobile devices are not available in all languages or in all countries. GPS Insight makes no representation that such GPS Insight FSM service and materials are appropriate or available for use in any particular location. To the extent You choose to access such GPS Insight FSM service or materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. GPS Insight, and its licensors, reserve the right to change, suspend, remove, or disable access to any GPS Insight FSM service at any time without notice. In no event will GPS Insight be liable for the removal of or disabling of access to any such GPS Insight FSM. GPS Insight may also impose limits on the use of or access to certain GPS Insight FSM, in any case and without notice or liability.
10. Privacy; Security; Intellectual Property.
    1. Digital Millennium Copyright Act Compliance. GPS Insight has adopted and implemented a policy for Digital Millennium Copyright Act Compliance that permits the deletion of content that violates this policy, and that permits GPS Insight to terminate the accounts of users who infringe or are believed to be infringing the rights of copyright holders. See GPS Insight’s .
    2. Privacy. GPS Insight will take all commercially reasonable measures not to disclose information about You or Your communications to any other party, except when GPS Insight believes, in good faith, that such action is reasonably necessary to: (i) comply with applicable law or with legal process; (ii) enforce these Terms; (iii) respond to claims that any content violates the rights of third parties; or (iv) protect the legitimate interests of GPS Insight or others. Information about You may also be subject to GPS Insight’s Privacy Policy. You represent that You have read GPS Insight’s Privacy Policy and You consent to the collection, use and disclosure of Information about You as described in GPS Insight’s Privacy Policy. GPS Insight’s Privacy Policy’s terms and conditions may change from time to time, and Your use of the GPS Insight FSM or any features will be deemed Your consent to such changes.
    3. Security. You acknowledge that it is Your responsibility to use a secure connection to communicate with and/or utilize this GPS Insight FSM service. While GPS Insight takes reasonable steps to safeguard and to prevent unauthorized access to Your information, GPS Insight cannot be responsible for the acts of those who gain unauthorized access to GPS Insight’s or its third party’s systems, and GPS Insight makes no warranty, express, implied or otherwise, that GPS Insight will prevent unauthorized access to Your information.
    4. Intellectual Property. All right, title, and interest in and to the GPS Insight FSM and content (other than Subscriber Content), are and will remain the exclusive property of GPS Insight and its licensors, including all Intellectual Property Rights (as defined below) therein, even if GPS Insight incorporates any of Your Feedback (as defined below) into subsequent versions. Our website, GPS Insight FSM Content, and GPS Insight FSM service are protected by copyright, trademark, and other laws of both the United States and foreign countries.
    5. Feedback. GPS Insight welcomes your feedback, comments, and suggestions for improvements to the GPS Insight FSM (“Feedback”). You hereby agree that any such Feedback shall be the sole and exclusive property of GPS Insight, and You hereby irrevocably transfer and assign to GPS Insight and agree to irrevocably assign and transfer to GPS Insight all of Your right, title, and interest in and to all of the Feedback, including all worldwide patent rights, copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein, and will execute any documents and take such further acts as GPS Insight may reasonably request to effect such transfer and assignment.
11. Representation, Warranties and Covenants.
    1. In addition to the other commitments contained herein, the parties represent, warrant and covenant that they each have the right and authority to enter into these Terms, and that these Terms do not and will not conflict with or result in a breach or default of any term or provision of any agreement, obligation or duty to which either party is bound.
    2. You further represent and warrant to GPS Insight that: (i) any applicable Organization’s system administrator will be able to access any of Your Subscriber Content, including any geo-location information, and You will not hold GPS Insight responsible for any such access; (ii) You possess valid rights to use Third Party Materials; and (iii) the Subscriber Content does not and will not contain any matter that is obscene, defamatory or illegal or that infringes the intellectual property rights of any third party. In the event the Subscriber Content contains any matter that is obscene, defamatory or illegal or that infringes the intellectual property rights of any third party, You will immediately remove any such Subscriber Content.
    3. DISCLAIMER OF WARRANTY. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE GPS INSIGHT FSM IS AT YOUR SOLE RISK AND THAT THE GPS INSIGHT AND ALL CONTENT AND APPLICATIONS (INCLUDING THIRD PARTY MATERIALS) INCLUDED IN OR ACCESSIBLE FROM THE GPS INSIGHT FSM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE TO YOU. TO THE EXTENT PERMITTED BY LAW, GPS INSIGHT (FOR ITSELF AND ITS SUPPLIERS) DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF PROPRIETARY RIGHTS AS TO THE GPS INSIGHT FSM AND ALL CONTENT AND APPLICATIONS (INCLUDING THIRD PARTY MATERIALS) INCLUDED IN OR ACCESSIBLE FROM THE GPS INSIGHT FSM. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) GPS INSIGHT DOES NOT WARRANT OR REPRESENT THAT YOUR ACCESS TO, OR USE OF, THE GPS INSIGHT FSM CONTENT AND APPLICATIONS (INCLUDING THIRD PARTY MATERIALS) WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS, OR FREE OF COMPUTER VIRUSES OR OTHER HARMFUL COMPONENTS; AND (II) GPS INSIGHT DOES NOT REPRESENT OR WARRANT THE ACCURACY, FUNCTIONALITY, SPECIFICATIONS OR ANY OTHER ASPECT OF THIRD PARTY MATERIALS ACCESSED THROUGH THE GPS INSIGHT FSM. YOU ACKNOWLEDGE AND AGREE THAT THE ONLY WARRANTIES ON ANY THIRD PARTY MATERIALS SHALL BE THE WARRANTIES INCLUDED WITH SUCH THIRD PARTY MATERIALS, IF ANY. TO THE EXTENT APPLICABLE TO THIRD PARTY MATERIALS, GPS INSIGHT’S SUPPLIERS SHALL BE DEEMED THIRD PARTY BENEFICIARIES OF THESE TERMS. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12. LIMITATION ON LIABILITY.
    1. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL GPS INSIGHT OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER ENTITY OR PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY, ARISING IN ANY WAY OUT OF, OR IN ANY WAY RELATED TO THESE TERMS, INCLUDING WITHOUT LIMITATION YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE GPS INSIGHT FSM OR ANY CONTENT AND APPLICATIONS (INCLUDING THIRD PARTY MATERIALS) OR OTHER WEBSITE OR IN ANY WAY CONNECTED WITH, A THIRD PARTY’S UNAUTHORIZED ACCESS TO YOUR PERSONAL INFORMATION, INCLUDING BUT NOT LIMITED TO LOST PROFITS, SALES, BUSINESS INTERRUPTION, OR LOSS OF OR DAMAGE TO SYSTEMS OR DATA, EVEN IF GPS INSIGHT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.
    2. TO THE FULLEST EXTENT PROVIDED BY LAW, YOU AGREE THAT YOUR ONLY REMEDY AVAILABLE TO YOU RELATED TO THE GPS INSIGHT FSM OR ANY CONTENT OR APPLICATIONS ACCESSIBLE HEREBY SHALL BE TO DISCONTINUE USE THEREOF. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
    3. IF A DISPUTE ARISES BETWEEN TWO OR MORE USERS, OR BETWEEN YOU AND A THIRD PARTY PROVIDER, YOU RELEASE GPS INSIGHT (AND ITS AFFILIATES AND THEIR RESPECTIVE AGENTS AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
13. Trademarks and Copyrights.
    1. Unless otherwise noted, the trademarks, logos, photography, brand names, designs and service marks used on the GPS Insight FSM are owned by GPS Insight or by third parties that have licensed their use to GPS Insight. You may not download, copy, link to or print copies of the content of the GPS Insight FSM. Use of these marks or our website content, except as specifically permitted in these Terms or agreed to in writing by GPS Insight, is strictly prohibited. You shall not store, electronically or otherwise, any significant portion of our website.
14. Indemnification.
    1. You agree to indemnify, defend, and hold harmless GPS Insight, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that such Indemnified Parties may incur as a result of or arising from: (i) Your breach of these Terms or any other agreement you have with GPS Insight; (ii) Your violation of any law or the rights of any third party; (iii) any content or data You upload, post, or otherwise transmit through the GPS Insight FSM, including any claims of infringement, defamation, or violation of privacy or publicity rights; (iv) Your use or misuse of the GPS Insight FSM or GPS Insight FSM Content; or (v) any activity related to Your account, whether conducted by You or any other person accessing the GPS Insight FSM with Your username and password.
15. Miscellaneous.
    1. GPS Insight shall not be liable for any nonperformance or delay in performance caused by any act or event beyond its reasonable control, including, but not limited to, acts or omissions of third parties, unavailability of supplies, equipment failure, war, strikes, lockouts, fire, flood or any other act of God, any law, regulation, ordinance or other act or subscription of any court, government or governmental agency, or delays, unavailability, errors or other failures of the Internet or other data networks.
    2. The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to these Terms, and any agreement into which these Terms are incorporated by reference. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations.
    3. These Terms, together with any agreement into which these Terms are incorporated by reference, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. These Terms may be waived only in writing signed by an authorized representative of GPS Insight. No waiver by GPS Insight of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default, and the failure to exercise any right arising from any default hereunder shall not be deemed a waiver of such right that may be exercised at any subsequent time. If any provision hereunder shall be unlawful, void or for any reason unenforceable, then such provision shall be deemed severable from the other provisions hereunder and shall not affect the validity and enforceability of any other provisions hereunder.
    4. Access to or use of the GPS Insight by You shall not be construed as GPS Insight’s purposeful availment of the privilege or benefits of doing business in any state or legal jurisdiction other than the State of Arizona. Your agreement to these Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflicts or choice of laws principles. In any dispute arising hereunder or otherwise connected with the GPS Insight or these Terms, the parties hereto consent exclusively to personal jurisdiction of the Federal or state courts located in the State of Arizona, County of Maricopa.
    5. These Terms shall be binding on the successors and assigns of the parties, including, but not limited to, the indemnity obligations set forth herein, but You may not assign, transfer or delegate its rights or obligations under these Terms without GPS Insight’s express prior written consent, and any attempt to do so without such consent shall be null and void. No right or remedy conferred upon or reserved to GPS Insight by these Terms shall be exclusive of any other right or remedy herein or by contract or law, and all rights or remedies conferred upon GPS Insight by these Terms and by law shall be cumulative and in addition to any other right or remedy available to GPS Insight. GPS Insight has the right in its sole discretion, and without prior notice and from time to time, to modify these Terms with respect to Your access to or use of the GPS Insight. Such modifications and additions shall be effective immediately upon posting the modified Terms to our website, which posting shall be deemed notice to You. If You disagree with the changes to these Terms, You should discontinue Your use of the GPS Insight. Any access to or use of the GPS Insight FSM after posting of modifications or additions to these Terms shall constitute and be deemed to be such Your agreement to such modified Terms.
    6. GPS Insight welcomes your comments regarding these Terms. If you have any questions or comments regarding these Terms, or any of the services provided hereunder, please contact us electronically at info@gpsinsight.com, and we will use commercially reasonable efforts to promptly respond.