Terms of Use

Effective as of April 2016

IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or the “Authorized User”) AND GIMBAL, INC. (“We” or “Gimbal”).  YOU SHOULD FIRST READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THESE TERMS OF USE (the or this “TOU”) AS THEY GOVERN YOUR ACCESS TO AND USE OF GIMBAL’S DATA AND TECHNOLOGY DRIVEN SOLUTION AND ITS RELATED DATA AND REPORTS AS MADE AVAILABLE OR PROVIDED BY GIMBAL (collectively, herein, the “Gimbal Platform”).  GIMBAL IS WILLING TO LICENSE THE USE OF THE GIMBAL PLATFORM TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS TOU.  IF YOU DO NOT AGREE WITH THIS TOU OR IF YOU HAVE NOT GAINED ACCESS TO THE GIMBAL PLATFORM PURSUANT TO THE EXECUTION OF A PRINCIPAL TERMS FORM WITH GIMBAL, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE GIMBAL PLATFORM AND ARE INSTRUCTED TO EXIT THE GIMBAL PLATFORM IMMEDIATELY.

TERMS AND CONDITIONS

LICENSE GRANT. Subject further to the Principal Terms Form, the Gimbal Platform is provided by Gimbal, and this TOU provides to You, a personal, revocable, limited, non-exclusive, and non-transferable license to use the Gimbal Platform conditioned on your continued compliance with the terms and conditions of this TOU.  If You are using the Gimbal Platform on behalf of a company or other form of legal entity, please note that such a company or entity must have a separate agreement with Gimbal regarding access and usage privileges for the Gimbal Platform, including, without limitation, a Principal Terms Form (and agreement to the Platform Terms and Conditions).  Notwithstanding the foregoing, your use of Gimbal Platform will also be subject to the terms and conditions of this TOU.
RESTRICTIONS.  You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any legends, notices, or markers, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Gimbal Platform.  Moreover, You may not (i) use any “deep link,” “page scrape,” “robot,” “spider,” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Gimbal Platform or in any way reproduce or circumvent the navigational structure or presentation of the Gimbal Platform to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Gimbal Platform; (ii) attempt to gain unauthorized access to any portion or feature of the Gimbal Platform, including, without limitation, the account of another Authorized User(s), or any other systems or networks connected to the Gimbal Platform or to any Gimbal server or to any of the services offered on or through the Gimbal Platform by hacking, password “mining,” or any other illegitimate or prohibited means; (iii) probe, scan, or test the vulnerability of the Gimbal Platform or any network connected to the Gimbal Platform, or breach the security or authentication measures for the Gimbal Platform or any network connected to the Gimbal Platform; (iv) reverse look-up, trace, or seek to trace any information on any other Authorized User of or visitor to the Gimbal Platform; (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Gimbal Platform or Gimbal’s systems or networks or any systems or networks connected to the Gimbal Platform; (vi) use any device, software, or routine to interfere with the proper working of the Gimbal Platform or any transaction conducted on or through the Gimbal Platform or with any other person’s or entity’s use of the Gimbal Platform, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal You send to Gimbal on or through the Gimbal Platform; (viii) use the Gimbal Platform harvest or collect e-mail addresses or other contact information; (ix) market, co-brand, private label, or otherwise permit third parties to access and use the Gimbal Platform (or any part thereof) without Gimbal’s express, separate, and prior written permission; or (x) use the Gimbal Platform in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Gimbal.

SUBMISSIONS.  You acknowledge and agree that Gimbal shall not be obligated to incorporate into the Gimbal Platform any information or materials whose technical requirements cannot be integrated within the parameters designated by Gimbal.  Gimbal also reserves the right to refuse any information or materials that do not arrive in a timely fashion (per stated Gimbal guidelines for delivery of materials (if applicable)).

AUTHORIZED USER OBLIGATIONS.  You represent and warrant to Gimbal that (i) You are of the legal age of majority and are authorized and able to fulfill and perform the obligations and meet the conditions of an Authorized User as specified herein, and (ii) You have all rights and permission necessary to submit, display, or make available any materials or information submitted to the Gimbal Platform and have obtained all necessary consents, rights, permissions, and clearances (and provided Gimbal with reasonable proof thereof (if requested)) required for Gimbal to use such materials or information in connection with the Gimbal Platform.  By downloading, accessing, or using the Gimbal Platform, You also agree that You will not submit or transmit any of the following: (a) anything, which interferes with or disrupts the Gimbal Platform, (b) anything, which is contrary to the interests of Gimbal, (c) anything, which may damage, lessen, or harm the goodwill or reputation of Gimbal and its products or services, (d) anything, which defames, harasses, threatens, offends, or in any way violates or infringes on the rights of others, (e) anything, which violates any law or encourages anti-competitive or unlawful pricing behavior, (f) anything, which involves the impersonation of any other person or entity, (g) anything, which is inaccurate, off-topic, irrelevant, or inappropriate for the purposes of Gimbal Platform (or any part thereof), and (h) anything, which constitutes junk mail, spam, or unauthorized advertising.  You access and use the Gimbal Platform on your own volition and are responsible for compliance with all applicable local laws with respect to your use.

OTHER TERMS AND CONDITIONS.  This TOU remains subject to Gimbal’s Principal Terms Form and Platform Terms and Conditions . If there is a conflict between this TOU and Gimbal’s Principal Terms Form or Platform Terms and Conditions, Gimbal’s Principal Terms Form and Platform Terms and Conditions shall control.

AUTHORIZED USER NAME HANDLING POLICY.  Registration as an Authorized User for access to certain areas of the Gimbal Platform may require both a user name and a password.  Only one Authorized User can use one user name and password and, thus, one account.  Accordingly, by using the Gimbal Platform, You agree to consider your user name and password as confidential information and to keep your user name and password confidential.  You also agree not to use another Authorized User’s user name and password.  You will immediately notify Gimbal if You become aware of any loss or theft of your password or any unauthorized use of your user name and password.  Gimbal reserves the right to delete or change a user name or password at any time and for any reason.

PRIVACY POLICY.  You understand, acknowledge, and agree that the operation of certain areas of the Gimbal Platform requires the submission, use, and dissemination of various personally identifiable information.  Accordingly, if You wish to access and use those areas of the Gimbal Platform, You acknowledge and agree that your use of the Gimbal Platform will constitute acceptance of Gimbal Platform’s personally identifiable information collection and use practices.  Please see Gimbal’s Privacy Policy for a summary of Gimbal’s personally identifiable information collection and use practices.

PROPRIETARY RIGHTS.  This TOU provides only a limited license to use the Gimbal Platform.  Except as expressly provided herein, Gimbal does not grant any express or implied right to You or any other person under any intellectual or proprietary rights.  Accordingly, You expressly acknowledge and agree that Gimbal transfers no ownership or intellectual property interest or title in and to the Gimbal Platform to You or anyone else.  The Gimbal Platform is owned and licensed by Gimbal (or its licensors, affiliates, or subsidiaries) and its successors and assigns.  PAE DAE, MOBILE MAJORITY, and all other names, logos, and icons identifying Gimbal and its programs, products, and services are proprietary trademarks of Gimbal, and any use of such marks, including, without limitation, as domain names, without the express written permission of Gimbal is strictly prohibited.

FEEDBACK.  Gimbal welcomes your feedback and suggestions about Gimbal’s products or services or with respect to how to improve the Gimbal Platform.  By transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to Gimbal, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to Gimbal and enable Gimbal to use such Feedback.  In addition, any Feedback received through the Gimbal Platform will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Gimbal to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and You hereby waive any claim to the contrary.

DISCLAIMER.  EXCEPT AS OTHERWISE EXPRESSLY AGREED BY GIMBAL, THE GIMBAL PLATFORM IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS.  GIMBAL MAY MAKE MODIFICATIONS AND/OR CHANGES IN THE GIMBAL PLATFORM AT ANY TIME AND FOR ANY REASON.  OTHER THAN THE RIGHT TO FULFILL ITS OBLIGATIONS UNDER THIS TOU, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIMBAL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF INTERFERENCE WITH ENJOYMENT OF INFORMATION, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE.  MOREOVER, YOU ACKNOWLEDGE AND AGREE THAT GIMBAL DOES NOT WARRANT THAT THE GIMBAL PLATFORM WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR REQUIREMENTS OR MEET ANY LEGAL OR CERTIFICATION STANDARD.

LIMITATION OF LIABILITY.  YOU acknowledge and agree that Gimbal shall not be liable or responsible for any claim, damage, or loss resulting from a cause beyond Gimbal’s control, including, but not limited to, failure of electronic or mechanical equipment, telephone or GENERAL other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other GENERAL labor problems, wars, or governmental restrictions.  YOU ALSO ACKNOWLEDGE AND AGREE THAT GIMBAL will not be liable to YOU, or anyone claiming under or through YOU, for any indirect, special, punitive or consequential damages (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF BUSINESS, PROFITS, OR INFORMATION), regardless of whether Gimbal was advised of the possibility of such damages.  your individual rights differ from any obligations that Gimbal may owe to any entity pursuant to a separate written agreement with Gimbal.  Accordingly, The ENTIRE liability of Gimbal for any claim arising out of or in connection with the Agreement shall not exceed that amount paid to Gimbal by YOU on an individual basis and PURSUANT TO THIS TOU WITHIN THE PRIOR SIX MONTHS OF THE date on which such claim is made.

GOVERNING LAW.  This TOU has been made in and will be construed and enforced solely in accordance with the laws of the United States of America and the State of California, U.S.A. as applied to agreements entered into and completely performed in the State of California.  You and veach agree to submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal or state courts in the State of California for any disputes between us under or arising out of this TOU.  You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this TOU and is hereby disclaimed.

ENFORCING SECURITY ON THE SITE.  Actual or attempted unauthorized use of the Gimbal Platform may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law.  Gimbal reserves the right to view, monitor, and record activity on the Gimbal Platform without notice or permission from You, including, without limitation, by archiving notices or communications sent by You through the Gimbal Platform.  In addition to the foregoing, Gimbal reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the Gimbal Platform, or any portion of the Gimbal Platform, in order to protect the Gimbal Platform, Gimbal, or Gimbal’s business.

TERM AND TERMINATION.  Assuming You or your organization has executed a Principal Terms Form for access to the Gimbal Platform, this TOU and your right to use the Gimbal Platform will take effect at the moment You click “I ACCEPT” or You install, access, or use the Gimbal Platform and is effective until terminated as set forth below or until expired or terminated as set forth in the Principal Terms Form (and its accompanying Platform Terms and Conditions) with Gimbal.  This TOU will terminate automatically if You click “I REJECT” or if You or your organization has failed to execute or no longer has in place an active Principal Terms Form.  In addition, this TOU will also terminate automatically if You fail to comply with this TOU, subject to the survival rights of certain provisions identified below.  Termination will be effective without notice.  You may also terminate this TOU at any time by ceasing to use the Gimbal Platform, but all applicable provisions of this TOU will survive termination, as identified below.  Upon termination, You must destroy all copies of any aspect of the Gimbal Platform in your possession.  In addition to the “Miscellaneous” provision, the provisions concerning restrictions, Gimbal Platform’s proprietary rights, feedback, disclaimer of warranty, enforcing security, indemnity, and limitation of liability will survive the termination of this TOU for any reason.

MISCELLANEOUS.  You acknowledge that any breach, threatened or actual, of this TOU will cause irreparable injury to Gimbal, such injury would not be quantifiable in monetary damages, and Gimbal would not have an adequate remedy at law.  You therefore agree that Gimbal shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU.  Accordingly, You hereby waive any requirement that Gimbal post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Gimbal to enforce any provision of this TOU.  You agree that this TOU is for the benefit of You and Gimbal as well as Gimbal’s licensors, affiliates, or subsidiaries.  Accordingly, this TOU is personal to You, and You may not assign your rights or obligations to any other person or entity without Gimbal’s prior written consent.  Failure by Gimbal to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver by Gimbal of that or any subsequent default or failure of performance.  If any provision (or part thereof) contained in this TOU is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.  No joint venture, partnership, employment, or agency relationship exists between You and Gimbal as result of this TOU or your utilization of the Gimbal Platform.  Headings herein are for convenience only.  This TOU, along with Gimbal’s Privacy Policy, Platform Terms and Conditions, and Gimbal’s associated Principal Terms Form with Gimbal for the Gimbal Platform, represents the entire agreement between You and Gimbal with respect to use of the Gimbal Platform, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and Gimbal with respect to Gimbal Platform.  Unless otherwise agreed to by Gimbal, please note that Gimbal reserves the right to change the Gimbal Platform or to change the terms and conditions of this TOU by providing You notice or a copy of such revised version of this TOU.  Your continued use of Gimbal Platform will be conclusively deemed acceptance of any change to this TOU or the Gimbal Platform.  Any new features or enhancements to the Gimbal Platform, unless otherwise agreed, shall be subject to this TOU.