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Gigya Terms of Service
(for deployment of Gigya Socialize and/or the Wildfire Technology)
Welcome to Gigya!
Please read the following
important terms and conditions (“Terms of Service”) carefully.
Gigya, Inc. (“Gigya”) provides our website
located at www.gigya.com (the “Site”) through which users may
access and use our widget creation, tracking and distribution platform (“Wildfire
Technology”), our online social community application (“Wildfire
Social”), the software and related documentation for our products (“Software”)
and any other products and services we make available to Gigya Members (defined
below) (collectively the “Services”).
These Terms of Service and all policies referenced in this document or elsewhere
on the Site which are incorporated herein by reference govern your access to and
use of the Site and Services. These
Terms of Service are a legal agreement between you and Gigya and apply to you
whether you are a Gigya Member or a visitor just browsing the Site
(collectively, “Gigya Users”). These Terms of Service limit Gigya’s
liability and obligations to you, grant us certain rights and allow us to
change, suspend or terminate your access to and use of the Site and Services.
YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, BY USING THE
SITE, SERVICES OR YOUR GIGYA ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS
OF SERVICE. IF YOU DO NOT ACCEPT
THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR
SERVICES.
If you agree to these Terms of Service on behalf of a business, you represent
and warrant that you have the authority to bind that business to these Terms of
Service and your agreement to these terms will be treated as the agreement of
the business. In that event, “you”
and “your” will refer and apply to that business.
1.
Eligibility and
Registration.
(a) In order to access certain
features of the Site and Services, and to post any content on the Site or via
the Services, you may be required to create a Gigya account and become a “Gigya Member”. To become a Gigya Member you must be
at least 18 years of age. Gigya
Members will not be not employees, agents or contractors of Gigya. The Site, Services and access to a
Gigya account are not available to temporarily or indefinitely suspended Gigya
Members.
(b) When you register with
Gigya and set up your Gigya account, you agree to provide Gigya with accurate
and complete information. You agree to promptly update your Gigya account
information with any new information that may affect the operation of your Gigya
account. You authorize Gigya,
directly or through third parties, to make any inquiries we consider necessary
or appropriate to verify your Gigya account information.
(c) You will not use false
identities or impersonate any other person or use a username or password that
you are not authorized to use. Our
Privacy Policy
contains information about our policies and procedures regarding the collection,
use and disclosure of information we receive from Gigya Users.
(d)
You are responsible for safeguarding and maintaining the confidentiality
of your username, password and corresponding Gigya account information. You agree not to disclose your
password to anyone. You agree that
you are entirely and solely responsible for any and all activities or actions
that occur under your Gigya account, whether or not you have authorized such
activities or actions. You agree to
immediately notify Gigya of any unauthorized use of your username, password or
Gigya account.
2.
End Users and Usage Data.
If
you deploy our Wildfire Technology or Gigya Socialize on a website and/or to
create a widget for online distribution by you or a third party, you acknowledge
and agree that:
(a)
Gigya may collect certain tracking and usage data generated or provided by End
Users (“Usage Data”).
In the event that you choose certain
settings or implement certain functionality of the Services, Usage Data may
include the personally identifiable information of End Users.
An “End User” means a visitor to or
user of a widget created with the Wildfire Technology or who accesses or uses
Gigya Socialize through your website.
(b)
You will post and make
available to End Users a privacy policy that governs the website where the
Services are provided (“Privacy Policy”).
Such Privacy Policy will include any and
all disclosures and election procedures that may be required under applicable
laws in light of the provision of the Services contemplated by these Terms of
Service, including, without limitation, clear and conspicuous disclosure to End
Users about your practices with respect to the collection, use and sharing of
user data on or through the Services (including, without limitation, your use of
third party service providers) and Gigya’s collection and use of Usage Data.
(c)
You agree to comply with the
terms and conditions of your Privacy Policy. In
the event that any modifications are made to the Privacy Policy that prohibits
or materially impairs Gigya’s ability to provide any of the Services or
potentially subjects you or Gigya to claims of third parties or enforcement
authorities, Gigya may suspend, discontinue or terminate performance of the
Services, at its sole discretion.
(d) If you create a widget with
our Wildfire Technology and make the widget available on your website for End
Users to post or embed on their website or social networking site web page, you
will require such End Users to comply with terms that are equivalent to those
provided in the Widget End User Agreement.
(e) You are solely responsible
for your interactions (including any disputes) with End Users and Gigya does not
in any way screen End Users. Gigya
may, but is under no obligation to, monitor or censor any comments made by End
Users or content provided by End Users and disclaims any and all liability
relating thereto.
3.
Proprietary Rights and
Licenses.
(a)
Definitions.
Certain types of content are made available through the Site and Services. “Gigya
Content” means, collectively, the text, data, graphics, images, Gigya
trademarks and logos and other content
made
available through the Site and Services, including any
technology or code making up a widget, excluding Member Content.
“Member Content” means,
collectively, the text, data, graphics, images, photos, audio or video files,
communications, bulletin board messages, chat, graphics and other content and
information which Gigya Members post, upload, link and otherwise submit to or
via the Site or Services, including, any advertisement related content provided
via a campaign or the website(s) owned or controlled by a Gigya Member.
(b)
Member Content.
You retain all rights in your Member Content.
However, by uploading, posting, submitting, linking to or otherwise
transmitting any Member Content on or via the Site or Services, you hereby grant
to Gigya a non-exclusive, worldwide, royalty-free, sublicensable, perpetual and
irrevocable right and license to use, reproduce, modify, distribute, prepare
derivative works of, display, publish, perform, transmit and access your Member
Content in connection with the Services and Gigya’s (and its successors)
business including, without limitation, for promotion and redistributing part or
all of the Services (and derivative works thereof), in any media formats and
through any media channels. For
example, if you deploy our Wildfire Technology and create a widget for online
distribution by a third party, you acknowledge and agree that Gigya may make
that widget (and any Member Content that you add and/or incorporate into such
widget) available to our widget publishing partners or similar aggregators for
distribution. You represent and
warrant that you own or have the necessary licenses, rights, consents and
permissions to grant the foregoing licenses to Gigya. You acknowledge and agree that your
posting of or linking to Member Content will comply with our Copyright and IP
Policy as set forth in Section 5 below.
(c)
You acknowledge and agree
that Gigya may, at its option, reclassify or recatergorize any Member Content
and establish limits concerning Member Content, including, without limitation,
the maximum number of days that Member Content will remain available via the
Services or on the Site, the maximum size of any files that may be stored on or
uploaded to the Site or Services and the maximum disk space that may be allotted
to you for the storage of Member Content on Gigya’s servers. Gigya will have no responsibility or
liability for maintaining copies of Member Content on our servers, and you are
solely responsible for creating back-ups of your Member Content.
(d)
Gigya Content. Gigya and its licensors own all
right, title and interest, including all worldwide intellectual property rights
in the Site, Services, Gigya Content and any other content made available
through the Site or Services contained therein, other than your Member Content. You will not remove, alter or conceal
any copyright, trademark, service mark or other proprietary rights notices
incorporated in or accompanying the Site, Services, Gigya Content, any other
content made available through the Site or Services or related products and
services, and except as explicitly described herein, you will not reproduce,
modify, adapt, prepare derivative works based on, perform, display, publish,
distribute, transmit, broadcast, sell, license or otherwise exploit the Site,
Services, Gigya Content or any other content made available through the Site or
Services (other than your Member Content).
(e)
Disclaimer. Gigya does not guarantee that
any content (including without limitation Gigya Content or Member Content) will
be made available through the Site or Services, continuously or at all.
WHILE GIGYA IS UNDER NO OBLIGATION TO DO SO,
Gigya reserves the right to remove and
permanently delete any Content from the Site or services without notice, AND FOR
ANY REASON Gigya DEEMS SUFFICIENT. Gigya does not have any obligation to
monitor the Member Content that is uploaded, posted, submitted or otherwise
transmitted using the Site or Services, for any purpose and, as a result, is not
responsible for the accuracy, completeness, appropriateness, legality or
applicability of the Member Content or anything said, depicted or written by
Gigya Members or End Users, including, without limitation, any information
obtained by using the Site or Services. Gigya
does not endorse any Member Content or any opinion, recommendation or advice
expressed therein and you agree to waive, and hereby do waive, any legal or
equitable rights or remedies you have or may have against Gigya with respect
thereto.
4.
Copyrighted Materials: No
Infringing Use. You will not use the
Site or Services to offer, display, distribute, transmit, route, provide
connections to or store any material that infringes copyrighted works or
otherwise violates or promotes the violation of the intellectual property rights
of any third party. Gigya has
adopted and implemented a policy that provides for the termination in
appropriate circumstances of the accounts of users who repeatedly infringe or
are believed to be or are charged with repeatedly infringing the rights of
copyright holders. Please see the <<
Copyright and IP Policy>> for further information.
5.
Termination or Suspension of
the Site or Services & Modification of these Terms of Service.
(a)
Gigya reserves the right in
its sole discretion, at any time, to modify, discontinue or terminate the Site
or Services or to modify or terminate these Terms of Service without advance
notice.
Modifications to these Terms of
Service or any policies will be posted on the Site or made in compliance with
any notice requirements set forth in these Terms of Service.
If any modification is not acceptable to
you, your only recourse is to cease using the Site and Services. By continuing to use the Site or
Services after Gigya has posted any modifications on the Site or provided any
required notices, you accept and agree to be bound by the modifications.
(b)
Without limiting other remedies,
Gigya may at any time suspend or terminate your Gigya account and refuse to
provide access to the Site or Services. In addition, Gigya may notify
authorities or take any actions it deems appropriate, without notice to you, if
Gigya suspects or determines, in its own discretion, that you may have or there
is a significant risk that you have (i) failed to comply with any provision of
these Terms of Service or any policies or rules established by Gigya; or (ii)
engaged in actions relating to or in the course of using the Site or Services
that may be illegal or cause liability, harm, embarrassment, harassment, abuse
or disruption for you, Gigya Users, Gigya or any other third parties or the Site
or Services.
(c)
You may terminate your
Gigya account at any time and for any reason. Upon any termination by a Gigya
Member, the related account will no longer be accessible. After any termination,
you understand and acknowledge that we will have no further obligation to
provide the Site or Services and all licenses and other rights granted to you by
these Terms of Service will immediately cease. Gigya will not be liable to you
or any third party for termination of the Site or Services or termination of
your use of either. UPON ANY
TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION THAT YOU HAVE
SUBMITTED VIA THE SITE OR SERVICE OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY
NO LONGER BE ACCESSED BY YOU. Furthermore, Gigya will have no obligation to
maintain any information stored in our database related to your account or to
forward any information to you or any third party.
(d)
Any suspension, termination or
cancellation will not affect your obligations to Gigya under these Terms of
Service (including, without limitation, proprietary rights and ownership,
indemnification and limitation of liability), which by their sense and context
are intended to survive such suspension, termination or cancellation.
6.
Obligations for Gigya Users. The Site and Services may be used and
accessed for lawful purposes only. You agree to abide by all applicable local,
state, national and foreign laws, treaties and regulations in connection with
your use of the Site and Services.
In addition, without limitation, you agree that you will not do any of the
following while using or accessing the Site or Services:
(a)
Upload, post, submit or
otherwise transmit: (i) any Member Content to which you do not have the lawful
right to copy, transmit and display (including any Member Content that would
violate any confidentiality or fiduciary obligations that you might have with
respect to the Member Content); (ii) any Member Content for which you do not
have the consent or permission of each identifiable person in the Member Content
to use the name, voice, signature, photograph, or likeness of each such person
(to the extent each is implicated by the Member Content ) and such consent or
permission is necessary; or (iii) any Member Content that infringes the
intellectual property rights or violates the privacy rights of any third party
(including without limitation copyright, trademark, patent, trade secret, or
other intellectual property right or moral right or right of publicity);
(b)
Upload, post, submit or
otherwise transmit any Member Content that are unlawful, obscene, harmful,
threatening, harassing, defamatory or hateful or that contains objects or
symbols of hate, invades the privacy of any third party, contains any
pornography, erotica, child pornography or child erotica, is deceptive,
threatening, abusive, inciting of unlawful action, defamatory, libelous, vulgar
or violent or constitutes hate speech or is otherwise objectionable in the
opinion of Gigya;
(c)
Circumvent, disable or
otherwise interfere with security related features of the Site or features that
prevent or restrict use or copying of any content;
(d)
Use any meta tags or other
hidden text or metadata utilizing a Gigya trademark or logo, URL or product
name;
(e)
Upload, post, submit or
otherwise transmit any unsolicited or unauthorized advertising, promotional
materials, junk mail, spam, chain letters, “pyramid schemes” or any other form
of unsolicited or unauthorized solicitation;
(f)
Forge any TCP/IP packet
header or any part of the header information in any posting or in any way use
the Site or Services to send altered, deceptive or false source-identifying
information;
(g)
Upload, post, submit or
otherwise transmit any Member Content that contain software viruses or any other
computer code, files, or programs designed to (i) interrupt, destroy or limit
the functionality of any computer software; or (ii) interfere with the access of
any user, host or network, including without limitation sending a virus,
overloading, flooding, spamming or mail-bombing the Site;
(h)
Upload, post, submit or
otherwise transmit any Member Content that include code that is hidden or
otherwise surreptitiously contained within the images, audio or video of any
Member Content that is unrelated to the immediate, aesthetic nature of the
Member Content;
(i)
Interfere with or disrupt
(or attempt to interfere with or disrupt) any web pages available at the Site,
servers or networks connected to the Site, Services or the technical delivery
systems of Gigya’s providers or disobey any requirements, procedures, policies
or regulations of networks connected to the Site or Services;
(j)
Attempt to probe, scan or
test the vulnerability of any Gigya system or network or breach or impair or
circumvent any security or authentication measures protecting the Site or
Services;
(k)
Attempt to decipher,
decompile, disassemble or reverse engineer any of the software used to provide
the Site or Services;
(l)
Attempt to access, search or
meta-search the Site with any engine, software, tool, agent, device or mechanism
other than software and/or search agents provided by Gigya or other generally
available third party web browsers (such as Microsoft Internet Explorer, Mozilla
Firefox, Safari or Opera), including, without limitation, any software that
sends queries to the Site to determine how a website or web page ranks;
(m)
Collect or store personal
data about other Gigya Users without their express permission;
(n)
Impersonate or misrepresent
your affiliation with any person or entity, through pretexting or some other
form of social engineering or otherwise commit fraud;
(o)
Use the Site or Services in
any manner not permitted by these Terms of Service; or
(p)
Encourage or instruct any
other individual to do any of the foregoing or to violate any term of these
Terms of Service.
7.
Gigya Software.
(a)
License Grant. Subject to your compliance with the
terms and conditions of these Terms of Service, Gigya grants you a
non-exclusive, revocable and non-transferable license to install and use the
executable form of the Software, without modification, solely to partake of the
Services. Notwithstanding the foregoing sentence, in the event that the Software
includes an API, you may modify the API solely for purposes of developing,
implementing and integrating interfaces to the Services, and copy and distribute
any example code provided with the API, solely in object code form and solely as
integrated into your software and services for purposes of integrating with the
Services. You may make a single copy of the Software for backup purposes. Gigya reserves all rights in the
Software not expressly granted to you in these Terms of Service.
(b)
Restrictions. You may not transfer, sublicense,
lease, lend, rent or otherwise distribute the Software to any third party or use
it in any manner that is unlawful or inconsistent with these Terms of Service. Except as expressly specified in
these Terms of Service, you may not: (a) copy or modify the Software; or (b)
make the functionality of the Software available to multiple users through any
means, including, without limitation, by uploading the Software to a network or
file-sharing service or through any hosting, application services provider,
service bureau or any other type of services.
You acknowledge and agree that portions of the Software, including,
without limitation, the source code and the specific design and structure of
individual modules or programs, constitute or contain trade secrets of Gigya and
its licensors. Accordingly, you
agree not to disassemble, decompile or otherwise reverse engineer the Software,
in whole or in part, or permit or authorize a third party to do so, except to
the extent such activities are expressly permitted by law notwithstanding this
prohibition. The Software is
licensed, not sold. Gigya and its
licensors own all rights, title, and interest in and to the Software, including
all intellectual property rights therein.
The Software is protected by United States copyright law and
international treaties. You will not
delete or in any manner alter the copyright, trademark and other proprietary
rights notices or markings appearing on the Software or any backup copies
thereof.
(c)
Open Source Code.
The Software is distributed with certain independent code that is licensed
under the GNU General Limited Public License (“LGPL”) and/or other open source licenses (“Open
Source Code”), and the Open Source Code is licensed to you in accordance
with the applicable open source licenses. You may obtain a copy of the
LGPL at
http://www.gnu.org/licenses/lgpl.html. For a period of three (3) years
from the date you assent to the terms of this Agreement, Gigya will at your
request provide you a copy of the source code for the code licensed under the
LGPL, including any modifications made by Gigya. Gigya may charge
reasonable shipping and handling charges for such distribution. Please
direct requests in writing to: Gigya, Inc. 855 El Camino Real, Building 4, Suite
290, Palo Alto, CA 94301
(d)
To the extent that any of the terms and conditions of this Agreement conflict
with any such open source licenses, the conflicting terms and conditions will
not apply to the corresponding Open Source Code.
8.
Sweepstakes and Contests.
(a)
Gigya Promotions. Gigya may operate sweepstakes,
contests and similar promotions (collectively, “Promotions”)
through the Site. You should
carefully review the rules (e.g., the “Official Rules”) of each Promotion in
which you participate through the Site, as they may contain additional important
information about Gigya’s rights to and ownership of the submissions you make as
part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and
conditions of such Official Rules conflict with these Terms of Service, the
terms and conditions of such Official Rules will control.
(b) Gigya Member Promotions. You must be at least 18 years of age
to run a Promotion via the Site or Services. In
the event you choose to run a Promotion, you acknowledge and agree to the
following:
o
You are solely responsible
for:
·
conducting such Promotions
according to all applicable laws and regulations as they generally are
interpreted and enforced;
·
preparing and publishing
official rules and appropriate legal disclaimers, registering and bonding the
Promotion where required; and
·
handling submission of
Promotion entries, judging Promotion entries, furnishing Promotion prizes, and
fulfilling requests for winners’ lists.
o
Gigya will have no liability
to any Promotion winners, any Gigya Users, or other third parties for any harm,
damages, costs, or expenses related to their participation in the Promotion, or
their claiming, acceptance, or use of any prize.
o
You will ensure that
Promotion materials, including official Promotion rules, contain language that:
(i) disclaims any and all warranties on Gigya’s behalf with respect to the
Promotion in question and any prize, and (ii) releases Gigya from liability to
any winners, Gigya Users, or other third parties for any harm, damages, costs,
or expenses related to their participation in the Promotion, or their claiming,
acceptance, or use of any prize.
o
You are solely responsible
for securing appropriate affidavits of eligibility, liability and publicity
releases and travel companion releases if appropriate (collectively “Releases”), which release you and
Gigya from any and all liability as set forth in the Releases, from winners
before providing winners with Promotion prizes.
o
You are responsible for all
costs associated with fulfillment of the prizes and your obligations under these
Terms of Service. At Gigya’s
request, Partner will permit Gigya to review all Promotion materials. Gigya may make changes to the
Promotion materials in furtherance of its interests and may terminate any
Promotions at any time and for any reason in its sole discretion.
o
Gigya is not responsible for
the administration and operation of any Promotions run, sponsored or
administrated by you. Gigya hereby
disclaims any and all liability relating thereto.
9.
Feedback. We welcome and encourage you to
provide feedback, comments and suggestions for improvements to the Site and
Services
(“Feedback”).
You may submit
Feedback by emailing us at support@gigya-inc.com or through the “Help” section
of the Site. You acknowledge and
agree that all Feedback will be the sole and exclusive property of Gigya and you
hereby assign and agree to assign all rights, title and interest you have in
such Feedback to Gigya together with all intellectual property rights therein.
10.
Indemnification.
You agree to defend, indemnify and hold Gigya and its affiliates, subsidiaries
and distribution partners and their respective officers, directors, employees
and/or agents harmless from and against any claims, liabilities, damages, losses
and expenses, including, without limitation, reasonable attorneys’ fees and
costs, arising out of or in any way connected with: (i) your access to or use of
the Site, Services, Gigya Content, Member Content; (ii) your violation of these
Terms of Service; (iii) your violation of any third party right, including,
without limitation, any intellectual property right, publicity, confidentiality,
property or privacy right; or (iv) any claim that any content you post to the
Site or via the Services (including without limitation your Member Content)
caused damage to a third party, including, without limitation, claims that your
Member Content is infringing.
11.
Disclaimer.
THE SITE, SERVICES, GIGYA CONTENT AND ANY OTHER CONTENT MADE AVAILABLE THROUGH
THE SITE OR SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITH NO WARRANTY OF
ANY KIND. GIGYA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE SITE, SERVICES, GIGYA CONTENT AND ANY OTHER CONTENT MADE AVAILABLE
THROUGH THE SITE OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF QUALITY,
AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. In addition, Gigya makes no
representation or warranty that the Site, SERVICES, Gigya content or any
OTHER CONTENT MADE AVAILABLE THROUGH THE SITE OR SERVICES will be error free or THAT ANY ERRORS WILL
BE CORRECTED. Some states or
jurisdictions do not allow the exclusion of certain warranties, SO some of the
above exclusions may not apply to you.
12.
Limitation of Liability.
UNDER NO CIRCUMSTANCES WILL GIGYA OR ITS AFFILIATES, SUBSIDIARIES,
PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
AND/OR AGENTS BE LIABLE TO YOU or any third-party FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT
OF OR IN CONNECTION WITH USE OF THE SITE, SERVICES, GIGYA CONTENT AND ANY OTHER
CONTENT MADE AVAILABLE THROUGH THE SITE OR SERVICES INCLUDING, WITHOUT
LIMITATION, INJURY OR DAMAGES RESULTING FROM THE CONDUCT OF ANY GIGYA USER OR
END USER, ONLINE OR OFFLINE, WHETHER OR NOT GIGYA HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, GIGYA’S AGGREGATE LIABILITY TO YOU
ARISING WITH RESPECT TO THESE TERMS OF SERVICE WILL NOT EXCEED $50.
GIGYA WILL NOT BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS RELATING TO THE SITE, SERVICES OR
THE SCHEDULED OR UNSCHEDULED SERVICE INTERRUPTIONS. SOME STATES DO NOT ALLOW THE
EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
13.
Force Majeure. Gigya will not be liable to you by
reason of any failure or delay in the performance of its obligations hereunder
on account of events beyond its reasonable control, which may include, without
limitation, denial-of-service attacks, strikes, shortages, riots, insurrection,
fires, flood, storm, explosions, acts of God, war, terrorism, governmental
action, labor conditions, earthquakes, material shortages, failure of the
internet or extraordinary connectivity issues experienced by major
telecommunications providers and unrelated to Gigya infrastructure or
connectivity to the internet or failure at an Gigya co-location facility (each a
“Force Majeure Event”). Upon the occurrence of a Force
Majeure Event, Gigya will be excused from any further performance of its
obligations effected by the Force Majeure Event for so long as the event
continues, and for such further period of time that Gigya may reasonably require
to recover from the effects of such Force Majeure Event.
14.
Relationship of the Parties. Notwithstanding any provision hereof,
for all purposes of these Terms of Service each party will be independent and
act independently and not as a contractor, partner, joint venturer, agent,
employee or employer of the other and will not bind nor attempt to bind the
other to any contract.
15.
Notice; Consent to
Electronic Notice.
You consent to the use of (a) electronic means to complete these Terms of
Service and to deliver any notices pursuant to these Terms of Service and (b)
electronic records to store information related to these Terms of Service or
your use of the Site or Services.
Any notice or other communication to be given hereunder will be in writing and
given (x) by Gigya via email (in each case to the address that you provide), (y)
a posting on the Site or (z) by you via email to legal@gigya-inc.com or to such other addresses as Gigya may specify in writing. The date of receipt will be deemed
the date on which such notice is transmitted.
16.
Links to other Websites.
The Site or Services may provide links to websites other than www.gigya.com.
Such links are provided for reference only, and Gigya neither controls such
websites nor endorses any of the material on any such websites or any
association with their operators.
Gigya is not responsible for the activities or such sites, and has no liability
to you for any harms, injuries or losses you might suffer as a result of using
or accessing such websites.
17.
Miscellaneous.
In the event that any provision in these Terms of Service is held to be invalid
or unenforceable, the unenforceable part will be given effect to the greatest
extent permitted by law and the remaining provisions will remain in full force
and effect to the maximum extent permitted by law. The failure of a party to
enforce any right or provision of these Terms of Service will not be deemed a
waiver of such right or provision.
You
may not assign or transfer these Terms of Service (by operation of law or
otherwise) without the prior written consent of Gigya and any prohibited
assignment will be null and void. Gigya may assign these Terms of Service or any
rights hereunder without your consent. These Terms of
Service will be governed by and interpreted in accordance with the laws of
the State of California excluding that body of law pertaining to conflict of
laws. Any legal action or proceeding
arising under these Terms of Service will be brought exclusively in courts
located in Northern California and the parties hereby irrevocably consent to the
personal jurisdiction and venue therein. You agree that these Terms of Service
and the rules, restrictions and policies contained herein, and Gigya’s
enforcement thereof, are not intended to confer and do not confer any rights or
remedies upon any person other than you and Gigya. These Terms of Service together with
the rules and policies of Gigya incorporated herein by reference constitute the
entire agreement between Gigya and you with respect to the subject matter of
these Terms of Service.
18.
Questions. If you have questions about these
Terms of Service please contact Gigya by emailing us at
partners@gigya-inc.com.
Last Modified:
05/21/2008
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