THIS TERMS OF USE AGREEMENT (the "Agreement") is made and entered into by and between GpsXchange.com(the "Site"), and the subscriber, (the "User"), effective at the time User subscribe to the Site.

Information Available at this Site.This Site contains general information about GpsXchange.com, its activities and its services.This Site also contains information about GPS track log and related activities published to the Site by Users.GpsXchange.com does not guarantee the accuracy or timeliness of the information available on this Site.User is solely responsible for verifying the accuracy of any information available on this Site.GpsXchange.com disclaims responsibility for Userís reliance on information at this Site in the Indemnification Section below.

 

Privacy.GpsXchange.com will use Userís information collected in connection with this Site, including without limitation Userís name, e-mail address, or other information unique to User (ďUserís InformationĒ), in the following ways:

1.                    GpsXchange.com may use Userís Information to contact User about new GPS Track log; to keep User notified of developments in the GPS related activities; to give User updates on changes to the Site; and to allow User to upload Userís track logs and share Userís experiences with other users of the Site.

2.                    GpsXchange.com may also use Userís Information to statistically analyze usage of the Site; to improve GpsXchange.comís product and service offerings; to customize the Siteís content and layout; and to otherwise improve the Site.

GpsXchange.com uses cookies and other types of Site user tracking technology to recognize Site visitors and to customize certain Site features and functions for repeat visitors.Information collected using cookies may be combined with Personal Information but may only be used as described in the License to Use Site; Restrictions Section.Disabling the use of cookies may impact some of the Site features.

GpsXchange.com will not sell, rent, or otherwise disclose Userís Information to any third party, except: (a) in connection with any merger or acquisition of GpsXchange.com (or GpsXchange.com assets), including without limitation any restructuring activity with another legal entity; or as (b) as required by subpoena, search warrant, or other valid legislative or judicial process.GpsXchange.com may, however, disclose non-personalized, aggregate data to third parties as may be collected and processed in connection with the Site.

License to Use Site; Restrictions.GpsXchange.com hereby grants User a non-exclusive, non-transferable, revocable license to view and use the Site in accordance with this Agreement and any guidelines or policies posted on the Site.GpsXchange.com reserves the right to suspend or revoke, in its sole discretion, the license hereunder and to prevent User from accessing all or any portion of the Site with or without notice or reason and without liability on the part of GpsXchange.com.

GpsXchange.com may change, suspend, or discontinue any portion of the Site, or any service offered on the Site, at any time, including but not limited to any feature, database, application, or content.GpsXchange.com may also impose limits on certain features offered on the Site with or without notice.

The Site and all content available on the Site are protected by applicable intellectual property laws, and are for personal and noncommercial use.All rights not expressly granted in this Agreement are reserved by GpsXchange.com or by the respective owners of the intellectual property rights.All materials available on or through the Site, other than Third Party Uploaded Files (collectively, the ďSite MaterialsĒ) are the property of GpsXchange.com or of its licensors and are protected by copyright, trademark, and other intellectual property laws.GpsXchange.com reserves the right to impose additional terms and conditions upon Userís use and viewing of particular Site Materials, and any such terms and conditions may be posted on the Site in connection with those Site Materials.User may not reproduce or retransmit the Site Materials, in whole or in part, in any manner, without the prior written consent of the owner of such materials, except as follows: User may make a single copy of the Site Materials solely for Userís personal, noncommercial use, but such copying must be consistent with any applicable additional terms and conditions and User must preserve any copyright, trademark, or other notices contained in or associated with such Site Materials.User may not distribute such copies to others, whether or not in electronic form and whether or not for a charge or other consideration, without prior written consent of the owner of such materials.If User has any questions, contact us at webmaster@GpsXchange.com.

Subscription portions (if any) of the Site may contain additional terms and conditions applicable to use of that portion of the Site, including without limitation password usage and protection rules.If User subscribes to any service at this Site, User will be asked to agree to those terms and conditions as part of the subscription transaction, and those terms and conditions will be deemed incorporated into this Agreement by this reference.

Use of Publishing Tools and Forums.The GpsXchange.com Forums, accessible through the ďForumĒ link in the Siteís navigation bar as well as through other links, are governed by this Agreement and are also subject to such additional terms and conditions as GpsXchange.com may, from time to time, post in the GpsXchange.com Forums area.

User and not GpsXchange.com, is entirely responsible for all content that User upload, post or otherwise transmit via the Site.User agree not to:

1.                    Upload, post or otherwise transmit any content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, slanderous, vulgar, obscene, libelous, invasive of another's privacy, hateful, embarrassing, or racially, ethnically or otherwise objectionable to any other person or entity.

2.                    Impersonate any person or entity, or falsely state or otherwise misrepresent Userís affiliation with any person or entity.

3.                    Upload, post or otherwise transmit any content that User do not have a right to transmit under any law or under contractual or fiduciary relationship.

4.                    Upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other intellectual property or proprietary rights of any person, including without limitation under any privacy or publicity rights.

5.                    Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

6.                    Upload, post or otherwise transmit any content that contains viruses or any other computer code, files or programs which interrupt, destroy, limit the functionality of, or cause damage to the Site or any computer software or hardware or telecommunications equipment.

7.                    Interfere with or disrupt the Site or servers or networks connected to the Site, or fail to comply with any requirements, procedures, policies or regulations of networks connected to the Site.

8.                    Violate any applicable local, state, national or international law.

9.                    "Stalk," harass, or otherwise harm another Site user.

10.                 Collect or store personal data about other Site users.

11.                 Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual.

Access and Interference.Much of the information on the Site is updated on a real time basis and is proprietary or is licensed to GpsXchange.com by our users or third parties.User agrees that User will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission.Additionally, User agree that User will not: (a) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; or (b) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site or other measures we may use to prevent or restrict access to the Site.

 

License to Use UPLOADED FILES.All comments, articles, tutorials, screenshots, pictures, graphics, tools, downloads, and all other materials submitted to GpsXchange.com in connection with the Site or available through the Site (collectively, ďUploaded FileĒ) remain the property and copyright of the original author.If User submits Uploaded File to GpsXchange.com, User must adhere to any applicable Uploaded File guidelines that may be posted from time to time on the Site.By submitting any Uploaded File to GpsXchange.com, User grants GpsXchange.com a worldwide, non-exclusive, transferable, perpetual, irrevocable, fully-paid royalty-free license and right to use, reproduce, distribute, import, broadcast, transmit, modify and create derivative works of, license, offer to sell, and sell, rent, lease or lend copies of, publicly display and publicly perform that Uploaded File for any purpose and without restriction or obligation to User.

The foregoing license rights are intended to provide to GpsXchange.com all rights under existing and future laws, including without limitation all rights under copyright and any other rights personal to User to publish the Uploaded File on the Site, use the Uploaded File in publicity and promotional materials for the Site and to create new Sites or derivative works (including without limitation by combining the Uploaded File with other content) for public display or performance via any and all media or technology now known or later developed.The foregoing rights may be licensed and sublicensed through unlimited tiers of third parties.

Claims of Copyright Infringement. GpsXchange.com respects the intellectual property rights of others, and GpsXchange.com asks that all users of the Site do the same.If User believes that Userís work has been published on the Site in a way that constitutes copyright infringement, User may notify GpsXchange.comís copyright agent by providing the following information:

1.                     Identification of the copyrighted work(s) that User claims has been infringed.

2.                     Identification of the material that User claim is infringing and needs to be removed, including a description of where it is located on the Site.

3.                     Userís address, telephone number, and, if available, e-mail address, so that GpsXchange.com can contact User about Userís complaint.

4.                     And a signed statement that the above information is accurate; that User has a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that User is the copyright owner or are authorized to act on the copyright owner's behalf in this situation.

Notices of copyright infringement claims should be sent by e-mail to the attention of Webmaster at webmaster@GpsXchange.com to request for the address where the written notice should be sent.

When User gives GpsXchange.com notice of copyright infringement by e-mail, GpsXchange.comís Webmaster may begin investigating the alleged copyright infringement; however, GpsXchange.comís Webmaster must receive Userís signature by mail before GpsXchange.com is required by law to take any action.More information about U.S. copyright law can be found at the United States Copyright Office.

Indemnification.User agrees to indemnify and hold harmless GpsXchange.com against any liability, damages, loss or expense (including attorney fees and expenses of litigation) arising out of the actions of the GpsXchange.com, its employees, volunteers, or any third party acting on behalf or under authorization from GpsXchange.com in the performance of this Agreement or as a result of information or materials received from User.

 

No Warranties.GpsXchange.com, or any successor, predecessor, agent, officer, volunteer, or employee of GpsXchange.com DOES NOT warrant the accuracy, reliability, or timeliness of any information or downloads published to or otherwise accessible via the Site (ďSite InformationĒ).GpsXchange.com will not be liable for any damage or loss caused by Userís reliance on the accuracy, reliability, or timeliness of Site Information.Because of the number of possible sources of information available through the Site, and the inherent hazards and uncertainties of electronic distribution, there may be delays, omissions, or inaccuracies in the Site Information.The Site Information may include facts, views, opinions, and recommendations of individuals and organizations.GpsXchange.com does not endorse, assert, or guarantee the truthfulness or reliability of any such facts, views, opinions, or recommendations, nor any statements made by persons other than authorized GpsXchange.com spokespersons, including, without limitation, information contained in the forum areas of the Site.The Site may also contain links to one or more Internet sites outside of the Site.GpsXchange.com is not responsible for the content of such outside Internet sites and does not warrant the accuracy, reliability, or timeliness of any information or downloads posted on or obtained from such outside Internet sites.User relies on the Site Information, as well as information found on outside Internet sites linked to the Site, at Userís own risk.

GpsXchange.comís outdoor activities involve risk to both persons and property.There are many variables including, but not limited to, weather, fitness level, terrain features and outdoor experience, that must be considered prior to using a GPS Track log.Be prepared for Userís journey and be sure to check the current weather and conditions before heading outdoors.Always exercise common sense and caution.User assumes all risks arising in connection with using a track log or any other related activity.

THE SITE, INCLUDING WITHOUT LIMITATION THE SITE INFORMATION AND ALL OTHER CONTENT PROVIDED ON THE SITE, ARE PROVIDED TO USER ďAS ISĒ, AND USER ASSUMES THE ENTIRE RISK AS TO USERíS USE OF THE SITE, THE SITE INFORMATION AND THE RESULTS AND PERFORMANCE OF THE SITE.GPSXCHANGE.COM HEREBY DISCLAIMS ALL WARRANTIES, DUTIES OR CONDITIONS (IF ANY), WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE SITE OR ANY CONTENT PROVIDED ON THE SITE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND LACK OF NEGLIGENCE.GPSXCHANGE.COM GIVES NO WARRANTY AGAINST INTERFERENCE WITH USERíS ENJOYMENT OF THE SITE, AGAINST INFRINGEMENT, OR AS TO TITLE, OR THAT INFORMATION PROVIDED ON THE SITE, THE SITE ITSELF, OR GPSXCHANGE.COMíS EFFORTS, WILL FULFILL ANY OF USERíS PARTICULAR PURPOSES OR NEEDS.FURTHERMORE, GPSXCHANGE.COM GIVES NO WARRANTIES AS TO THE AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; FUNCTIONALITY; TIMELINESS OF SERVICES; ACCURACY OR CURRENCY OF CONTENT; LACK OF VIRUSES; OR ANY OTHER WARRANTY.

LIMITATION OF DAMAGES.TO THE FULLEST EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, USER AGREE THAT GPSXCHANGE.COM, ITS OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEER ADMINISTRATORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, DIRECT, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USERíS USE OF THE SITE OR THE SITE INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW, OR IN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE.THIS LIMITATION AND EXCLUSION OF DAMAGES INCLUDES BUT IS NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE OR NEGLIGENT MISREPRESENTATION, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IN THE EVENT OF THE FAULT OF GPSXCHANGE.COM, OF TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY.

SHOULD A COURT OF COMPETENT JURISDICTION DETERMINE THAT THE LIMITATION ABOVE IS NOT LEGALLY VALID, GPSXCHANGE.COM, ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEER ADMINISTRATOR'S LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY TERMS AND CONDITIONS REFERENCED IN THIS AGREEMENT) INCLUDING FOR ANY DIRECT DAMAGES ARISING FROM USERíS RELIANCE ON SITE INFORMATION, WILL BE LIMITED TO U.S.$10.00 OR THE AMOUNT OF DIRECT DAMAGES INCURRED BY USER IN RELIANCE ON THIS SITE OR ON SITE INFORMATION, WHICHEVER IS LESS.USER AGREES THAT THIS IS USERíS SOLE AND EXCLUSIVE REMEDY AND USER HEREBY RELEASES GPSXCHANGE.COM, ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEER ADMINISTRATORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION.

Governing Law.This Agreement shall be governed by the laws of the State of California as applied to agreements executed and performed entirely within the State of California by California residents.Any claim or controversy arising out of or related to this Agreement or any breach hereof shall be submitted to a court of applicable jurisdiction in the State of California, regardless of any conflict of laws provisions, and each Party hereby consents to the jurisdiction and venue of such court.

SEVERABILITY.The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision of this Agreement.

 

Attorneyís Fees.In any formal action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, GpsXchange.com will be entitled to recover its costs, including reasonable attorneysí fees.

 

Complete Understanding: Modification.This Agreement constitutes the final, exclusive and complete understanding and agreement of the Company and Consultant with respect to the subject matter hereof.Any waiver, modification or amendment of any provision of this Agreement shall be effective only if in writing and signed by a GpsXchange.com officer.

WAIVER.No waiver of any term, provision or condition of this Agreement whether by conduct of otherwise in any one or more instances shall be deemed to be or construed as a further or continuing waiver in any such term, provision or condition, or of any other term, provision, or condition of this Agreement.