Under this agreement with GISTnet, Inc. ("GISTware"), you receive a non-exclusive license to access and use the writings, graphics and other subject matter material (the "Content") provided by the respective owners or licensees of such property (Content Providers) through web sites supported by GISTware in accordance with the terms herein. Access to and use of the Content involves solely viewing and interacting with web pages generated from the Content via a web browser. You do NOT have the right to otherwise copy, store or print out the Content or any portion thereof without express written or electronic permission from the Content Provider.
You warrant and represent that all information you provide to GISTware as part of the user registration process shall be correct and complete.
In the event that you are the source of or are otherwise responsible for any unauthorized copying, storing or printing of the Content or any portion thereof, in addition to any other rights GISTware or Content Providers may have, you agree to pay as damages to GISTware or the affected Content Provider(s) one U.S. Dollar ($1) for each web page and media object copied, stored or printed out.
The Content consists of material which is owned by or licensed to Content Provider(s), or used with the permission of others, and may be protected by national or international copyright and trademark laws. The Content may also include trade secrets proprietary to Content Provider(s). You agree not to modify or delete any notices on the Content regarding copyright, trademark, patent and/or proprietary rights. All title, ownership and intellectual property rights in and to the Content shall remain with Content Provider and/or underlying content owner. Unless you have express written authorization from the Content Provider, you agree not to attempt to convert, modify or translate the Content, nor develop derivative works from the Content, nor knowingly allow others to do any of these things.
GISTware and Content Providers provide the Content hereunder "as is," disclaim all warranties for third party information, products and services provided by or through the Content, and, to the maximum extent permitted by applicable law, disclaim any warranty of any kind, either express or implied, including, but not limited to, the warranties of merchantability and fitness of the content for any particular purpose. GISTware and Content Providers do NOT guarantee that the Content or operation of GISTware will be error-free, nor that it will be applicable to your or any person's circumstances or requirements.
You authorize and accept that information you and others may enter about you, including but not limited to your name and contact information, and your responses to assessment questions, learning exercises and surveys, may be shared via operation of the system with other system users such as but not limited to Content Providers and organizations to which you are associated for education, training and support purposes.
GISTware and Content Providers shall have no liability for loss of the security of your information provided in connection with the use of GISTware, and you agree that neither GISTware nor Content Providers will be held liable should interception by unauthorized third parties occur. To the maximum extent permitted by applicable law, in no event and under no legal theory of tort or contract shall GISTware be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character, including, without limitation, damages for lost profits, lost savings, loss of goodwill, loss of income, work stoppage, computer failure or malfunction, or any and all other damages or losses, even if GISTware or Content Provider(s) had been informed of the possibility of such damages. You disclaim any and all right to damages in excess of one thousand dollars ($1,000).
GISTware and Content Providers shall have no liability hereunder for any failure in performance of its obligations if such failures arise out of causes beyond the control or reasonable expectation of GISTware and Content Providers. Such causes may include, but are not limited to: Acts of God or of the public enemy; acts of any government; power failures; large increases in on-line activity in a short period of time (usage spikes); attacks on GISTware's servers; viruses which are not preventable through generally available retail products; catastrophic hardware failures; fires; earthquakes; floods; and unusually severe weather.
This Agreement represents the complete and exclusive agreement of the parties concerning its subject matter and supersedes all prior agreements and representations. It may be amended only by written or electronic agreement of both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make the Agreement enforceable, and such decision shall not affect the enforceability of such provision under other circumstances or of the remaining provisions hereof under any circumstances. Headings are descriptive only and shall not be considered in interpreting this Agreement. The parties are separate and independent legal entities. Nothing herein contained shall be construed or deemed hereby to create a principal/agent relationship between the parties nor any form of partnership or joint venture. This Agreement shall be governed by and construed under the laws of the State of California without regard to principles of conflicts of laws. The parties consent to jurisdiction of such courts, agree to accept service of process by mail, and waive jurisdictional or venue defenses otherwise available. In the event of any proceeding arising out of or related to this Agreement, the prevailing party shall be entitled to recover from the losing party all of the costs and expenses incurred in connection with such proceedings, including without limitation all cost and reasonable attorneys and expert witness fees. This Agreement may not be assigned or otherwise transferred by you, in whole or in part.
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