E1. AGREEMENT TO BE BOUND
BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING THE SERVICE, YOU HEREBY ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OR OTHERWISE ACCESS THE SERVICE.
The GamePlan Service is an internet-based service that uses proprietary scheduling algorithms and an innovative visual user interface to help you create, communicate and manage project plans and schedules.
GamePlan (and our licensors) own(s) all legal right, title and interest (including all copyright and other intellectual property rights) in and to the Service, including, without limitation, all software comprising a part of the Service that is hosted on GamePlan’s servers and all materials displayed or performed on the Website or in the Service, including, but not limited to, text, graphics, articles, photographs, images, illustrations (together, the “GamePlan Content”). Subject to your agreement and continuing compliance with these Terms, GamePlan grants you a non-exclusive, non-transferable, non-sub-licensable and revocable limited license to the GamePlan Content to access and use the Service and to create an Account solely for your own personal or business purposes. You shall use the Service only in compliance with all applicable laws (including but not limited to laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity and defamation). You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, hardware, server, software, operating system, networking, web servers and web services (collectively, the “Equipment”). You shall be responsible for ensuring that such Equipment and services are compatible with the Service. You shall also be responsible for maintaining the security of the Equipment, your Account, ancillary services, passwords and files, and for all uses of your Account, the Services or the Equipment.
You shall not:
a) create an Account using a false identity or information;
b) use your Account to transmit unauthorized communications, advertise, solicit, or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages (spIM and spam) to anyone;
c) collect, harvest or post anyone’s private information, including personally identifiable information of any kind through the Service without their explicit consent;
d) use the Service in a manner that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;
e) use the Service, intentionally or unintentionally, in violation of any applicable law or regulation;
f) use, reuse, repost, distribute, provide access to others to, copy, modify, or transmit the Service and related information for any commercial purpose or for public use;
g) attempt to gain access to the Service, Accounts registered to others or to the computers, servers, or networks connected to the Service by any means other than the user interface provided by us and through your Account, including but not limited to, by circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, server or software that is part of the Service;
h) interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms; or
i) reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Service, or to obtain any information from the Service using any method not expressly permitted by us.
GamePlan may change, suspend or discontinue the Service at any time, including the availability of any feature, database, or GamePlan Content by giving you advanced notice of such termination either via email or posted on the Service.
a) you will not share your Login Information, let anyone else access your Account, or do anything else that might jeopardize the security of your Account;
b) you are required to provide accurate Account information and update that information promptly when it changes;
c) in the event you become aware of or reasonably suspect any breach of security, including without limitation any loss, theft, or unauthorized disclosure of your Login Information, you must immediately notify us and modify your Login Information;
d) you are responsible for maintaining the accuracy, completeness and confidentiality of your Login Information, and you will be responsible for all activities that occur under your Account, including activities of others to whom you have provided your Account Information.
We will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure. If you discover any unauthorized use of your Account Information or suspect that anyone may be able to access Your Content, you should immediately change your password and notify our Customer Support team at firstname.lastname@example.org.
You agree that by providing content, materials or information (including without limitation information relating to your end user customers) in connection with your use of the Service (collectively, “ Your Content ”), GamePlan hereby is and shall be granted a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable and transferable right to use, process, store, copy, display, perform, distribute, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) solely in connection with GamePlan’s provision of the Service to you. For clarity, the foregoing license grant to GamePlan does not affect your ownership of or right to grant additional licenses to the material in Your Content.
Payments made under this Agreement exclude any taxes or duties payable in respect of the goods or services supplied in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by GamePlan, you must pay the amount of such taxes or duties in addition to the fees under this Agreement. GamePlan reserves the right to suspend or terminate your access to the Service if your account becomes delinquent. Delinquent invoices are subject to interest charges of 12% per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or GamePlan initiates termination of this Agreement, you will be obligated to pay the balance due on account computed in accordance with this Section. You agree that GamePlan may charge such unpaid fees and charges to your credit card or otherwise bill you for such unpaid fees and charges. You agree and acknowledge that GamePlan has no obligation to retain your data and that such data may be irretrievably deleted if your account becomes delinquent.
The Service may include hyperlinks to web sites operated by third parties including advertisers and other content providers. Those sites may collect data or solicit personal information from you. GamePlan does not control such web sites, and is not responsible for their content, privacy policies, or for their collection, use or disclosure of any information.
The term of the Service begins on the date you create an Account and continues until terminated as contemplated below. GamePlan may immediately terminate your access to the Service (and/or any portion thereof) for violation of these Terms, for illegal or improper use of the Service, Your Content, Account or GamePlan’s intellectual property, as determined by GamePlan. In this event, GamePlan may alternatively issue you a warning, suspend your Account, or temporarily or permanently ban your device and/or machine from accessing all or a certain Service. If GamePlan terminates your Account, you may not participate in the Service again without GamePlan’s express permission. GamePlan reserves the right to refuse to keep an Account for, or provide the Service to, any individual. You may not allow individuals whose Accounts have been terminated by GamePlan to use your Account. If your Account, or any other subscription to the Service is terminated or suspended, no refund will be granted, and you will have no further access to your Account or the particular Service. If you believe that any action has been taken against your Account or device in error, please contact Customer Support at email@example.com.
You have the right to cancel your Account at any time without notice. After the cancellation date, you will not be charged any additional fees for the Service. You will not be refunded for fees paid before the cancellation date. If you do not agree to the Terms, your sole remedy is to not use the Service and to cancel your Account. You understand and agree that the cancellation of your Account is your sole right and remedy with respect to any dispute with GamePlan, including any dispute related to, or arising out of: (1) these Terms or GamePlan’s enforcement or application of these Terms; (2) the Service or any change thereto; (3) your ability to access and/or use the Service; or (4) the amount or type of fees, surcharges, applicable taxes, billing methods, or any change to the fees, applicable taxes, surcharges or billing methods for the Service. Contact Customer Support at firstname.lastname@example.org to cancel your Account. GamePlan reserves the right to collect fees, surcharges or costs incurred before you cancel your Account. Any delinquent or unpaid fees and other unresolved issues with Service must be settled before you establish a new Account.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS, AS AVAILABLE” BASIS WITHOUT REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, NEITHER GAMEPLAN NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, THE “GAMEPLAN PARTIES“) WARRANT THAT (i) THE SERVICE WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (iii) ALL ERRORS IN THE SERVICE OR ITS SOFTWARE WILL BE CORRECTED.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT GAMEPLAN, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS AND SUCCESSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF GAMEPLAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, PRODUCTS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR THE LOSS, CORRUPTION OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR USING THE SERVICE, OR PROVIDING ANY SERVICES RELATED TO THE OPERATION OF THE SERVICE OR RELATED TO THE GAMEPLAN MARKET; (v) GAMEPLAN’S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (vi) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING OR INTEGRATING WITH THE SERVICE; (vii) THE TERMINATION OF YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS OF THESE TERMS; OR (viii) ANY OTHER MATTER RELATING TO THE SERVICE. GAMEPLAN’S MAXIMUM LIABILITY ARISING OUT OF OR IN THE CONNECTION WITH THESE TERMS AND ANY USE OF THE SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT OR OTHERWISE, WILL IN NO CASE EXCEED THE FEES PAID BY YOU FOR THE PREVIOUS 12 MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You agree to indemnify, save, and hold the GamePlan Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, violation of these Terms, or breach of the representations, warranties, and covenants made by you herein.
15.1 Updates to the Terms
GamePlan reserves the right to modify these Terms at any time. We may provide you with notice of such modifications, by sending you an e-mail message or posting a message on the Service. Your continued use of the Service will signify your acceptance of the modifications to the Terms.
15.2 Entire Agreement
15.3 Law and Forum for Legal Disputes
These Terms and any dispute arising out of or related to it for the Service will be governed in all respects by the laws of the Province of British Columbia as they apply to agreements entered into and to be performed entirely within British Columbia between British Columbia residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against GamePlan must be resolved exclusively by a court located in Vancouver, British Columbia. You agree to submit to the personal jurisdiction of the courts located within Vancouver, British Columbia for the purpose of litigating all such claims or disputes.
If any portion of these Terms or any other GamePlan policy is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which shall continue to be in full force and effect.