Agreement for Here I Am
last updated: March 25, 2010
Before using Here I Am service (the "Service"), You must read and accept the following terms and conditions (the "Agreement").
PLEASE BE AWARE THAT WAVEMARKET RESERVES THE RIGHT TO MODIFY THE SERVICE AND/OR AGREEMENT AT ANY TIME AND TO SUSPEND AND/OR TERMINATE THE SERVICE AND/OR AGREEMENT AT ANY TIME.
WAVEMARKET PROVIDES THE SERVICE ON THE CONDITION THAT YOU ACCEPT THE AGREEMENT AS PRESENTED.
BY CLICKING ON THE "I ACCEPT" BUTTON, YOU WILL ENTER INTO THE AGREEMENT WITH WAVEMARKET, INC. AND BE BOUND BY THE TERMS AND CONDITIONS PRESENTED BELOW WITHOUT CHANGE AND YOU CONSENT TO HAVE THIS AGREEMENT PROVIDED TO YOU IN ELECTRONIC FORM.
Use of Service and Rights You Grant to WaveMarket.
To use the Service, you must have a Veriplace account but this Agreement governs your use of the Service. WaveMarket makes Here I Am available to demonstrating the functionality of Veriplace and the Service may be discontinued at any time. By using the Service, You expressly consent and grant WaveMarket the right to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute your Device Location to You as part of the Service.
You acknowledge and agree that your use of the Service will be solely for your personal and lawful use and for no other purpose and you will comply with any applicable laws regulations. You acknowledge and agree that (a) the Device Location will be utilized only with the Service and for no other purpose; (b) the Service does not guarantee that any Device Location will be provided; (c) any location information provided by the Service is an approximate location of your Device and any Device Locations may not be accurate, timely or reliable; (d) use of the Service and any requested location information is subject to network capabilities, environmental conditions such as structures, buildings, weather, geography, landscape, and topography, available data, atmospheric conditions and other factors associated with use of satellites and satellite data; (e) the Service is subject to your mobile device being turned on, charged and findable, among other factors; (f) maps created with the Service are subject to and you agree to be bound by Microsoft's Microsoft Service Agreement which is hereby incorporated by reference and viewable at http://help.live.com/help.aspx?project=searchtou&market=en-us. You have all necessary right, power and authority to enter into and perform as required under this Agreement. For example, you are not a minor and you are not barred or prohibited under applicable law from entering into this Agreement.
Your Consent to Data Collection and Use; WaveMarket Privacy Policy.
By subscribing to the Service, You acknowledge and agree that Device Location (a) is owned by your wireless carrier and subject to its privacy policy; (b) will be disclosed to You . You authorize WaveMarket (including without exception its suppliers) to collect, use and disclose the geographic location of your Device, and any personal information related to your use of the Service (which may include but is not limited to telephone number, equipment identifiers and Internet Protocol addresses) as necessary to enable the Service. WaveMarket's Privacy Policy governs the data collected when you use the Service. Please read WaveMarket's Privacy Policy at http://veriplace.com/privacy.
Changes To The Service And This Agreement.
WaveMarket may – with or without notice - perform maintenance, modify, replace, refuse access to, suspend, limit access or discontinue the Service, partially or entirely. WaveMarket may terminate the Agreement for cause or no cause, at any time. If WaveMarket discontinues the Service entirely or terminates the Agreement, it will post a notice on the Service website: http://demo.veriplace.com. WaveMarket reserves the right to modify, supplement or replace the terms of the Agreement ("Modified Terms") by providing notice. You acknowledge and agree that upon WaveMarket providing notice, any such Modified Terms will become effective and binding on you until the Agreement is terminated. You may terminate the Agreement by discontinuing all use of the Service at any time.
Ownership and Restrictions on the Service.
The Service, including any data, materials, technology, software or other materials that comprise it, is protected by copyright, trade secret and other intellectual property laws and treaties and all title and intellectual property rights in and to such are owned by and will remain the exclusive property of WaveMarket, its licensors and/or suppliers. All rights not expressly granted herein are reserved.
Disclaimers.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WAVEMARKET PROVIDES THE SERVICE ON AN "AS IS" BASIS WITH ALL FAULTS, ERRORS AND DEFECTS. WAVEMARKET DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THERE IS NO WARRANTY OF QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR AUTHORITY WITH RESPECT TO ANY INFORMATION, MATERIALS, SOFTWARE, TECHNOLOGY, AND SERVICES PROVIDED HEREUNDER. YOUR USE AND ACCESS THE SERVICE AT YOUR SOLE RISK AND WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM USE OF THE SERVICE.
NOTHING CONTAINED IN THIS AGREEMENT WILL CONSTITUTE OR BE CONSTRUED AS ANY REPRESENTATION OR WARRANTY BY WAVEMARKET THAT THE SERVICE OR ANY NETWORK THAT WAVEMARKET MAY BE CONNECTED TO, DIRECTLY OR INDIRECTLY OR ANY DATA THAT YOU MAY RECEIVE FROM THE SERVICE OR DERIVED FROM A WIRELESS CARRIER'S NETWORK, RESPECTIVELY, INCLUDING WITHOUT LIMITATION, LOCATION INFORMATION (A) WILL BE AVAILABLE, UNINTERRUPTED, TIMELY OR ERROR-FREE; (B) WILL MEET YOUR REQUIREMENTS; AND/OR (C) WILL INCLUDE DATA THAT IS ACCURATE, COMPLETE AND/OR RELIABLE.
THE FOREGOING DISCLAIMER OF WARRANTIES IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND YOU ACKNOWLEDGE AND AGREE THAT WAVEMARKET WOULD NOT BE ABLE TO PROVIDE THE SERVICE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
THE FOREGOING LIMITATIONS, EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WAVEMARKET, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR OTHER INJURY INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN ANY WAY RELATING TO THE SERVICE, INCLUDING THE SERVICE WEBSITE, ANY INFORMATION ANY SOFTWARE ASSOCIATED WITH IT, WHETHER ARISING OUT OF THE USE OF SUCH, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WAVEMARKET, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
THE FOREGOING LIMITATION OF DAMAGES IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND YOU ACKNOWLEDGE AND AGREE THAT WAVEMARKET WOULD NOT BE ABLE TO PROVIDE THE SERVICE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES AND AS A RESULT THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Indemnification.
You agree to and will indemnify and defend WaveMarket and its affiliated entities, and their respective employees, directors, officers, shareholders, agents, suppliers and permitted assigns from any third party damages, losses, liabilities, costs and expenses (including, but not limited to, reasonable attorneys' fees) related to claims, demands, charges or investigations, arising out of or in connection with your use of the Service. In no event will you settle any claim without WaveMarket's prior written approval. WaveMarket reserves the right, without waiving any rights to indemnification, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, without the prior written consent of you. All indemnification obligations will continue in effect even after, and notwithstanding, any expiration or termination of this Agreement.
Electronic Notices, Electronic Access, Electronic Signature.
By clicking on the "I Accept" button you consent to WaveMarket providing the Agreement in electronic form. YOUR AGREEMENT AND INTENT TO BE BOUND BY AN ELECTRONIC AGREEMENT APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS RELATED TO THE SERVICE, INCLUDING WITHOUT LIMITATION, AMENDMENTS AND NOTICES. To access and retain this electronic Agreement and use the Service, you must have access to the World Wide Web either directly (via computer and modem) or through devices that access web-based content and pay any applicable fees. You may save this Agreement into any word processing program or print it. You have the right to receive the Agreement in non-electronic form and to withdraw your consent to have this Agreement provided to you in electronic form. If you withdraw such consent, WaveMarket will discontinue your access to the Service. To withdraw your consent and/or request a non-electronic copy of this Agreement, send such request to contact <at> veriplace <dot> com.
Notices.
WaveMarket will provide notices permitted or required by this Agreement by posting them on the Service website.
Miscellaneous.
For service-related questions, You should first review the FAQ at http://demo.veriplace.com. If You still have a question after doing so, You may contact customer support: contact<at>veriplace<dot>com.
For purposes of Agreement, the term "Suppliers" will include any third party advertiser, wireless carrier (such as AT&T Wireless), technology provider, distributor, licensor and/or service provider that WaveMarket utilizes in conjunction with the Service. This Agreement, including any addendum or amendments to this Agreement, are the entire agreement between you and WaveMarket relating to the Service and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Service or any other subject matter covered by this Agreement. To the extent the terms of any other WaveMarket agreements or policies conflict with the terms of this Agreement, the terms of this Agreement will control. The failure of WaveMarket to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid or contrary to law, then such provision(s) will be construed, as nearly as possible, to reflect the parties' intentions, and the other provisions of the Agreement will remain in full force and effect. WaveMarket affiliates and subsidiaries are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you. 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 Service or to the Agreement must be commenced within one (1) year after such claim or cause of action arose or you waive such claim or cause of action. This Agreement is governed by the laws of the State of California, excluding conflicts of law principles that may provide for the application of the law of another jurisdiction and excluding the UN Conventions on Contracts for the International Sale of Goods. You expressly agree that the exclusive jurisdiction for any claim or dispute with WaveMarket or relating in any way to your use of the Service resides in the courts of the State of California. All options, rights and covenants contained herein that are intended to survive will survive the termination of this Agreement. WaveMarket may freely assign or delegate all rights and obligations under the Agreement, fully or partially. You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation will be ineffective.