TERMS OF SERVICE
This Terms of Service agreement is effective as of July 8, 2013.
Thank you for your interest in using the services (the “Services”) operated by Gee Whiz Labs, Inc. (“GWL”) and offered through the GWL website located at www.keepandshare.com or any of GWL’s mobile applications or other software containing a link to these terms (each, a “Site”). These Terms of Service (these “Terms”) are a binding agreement between you and, if applicable, the organization you represent (collectively, “you”) and GWL, and govern your use of the Services and the Sites (collectively, the “KeepandShare Network”). Please read these Terms carefully.
You agree to be bound by these Terms when you click “I Accept” where this option is made available to you on the KeepandShare Network. Even if you do not click “I Accept,” by using the KeepandShare Network, you are stating that you have read and understand, and agree to be bound by, these Terms. If you agree to these Terms on behalf of an organization, then you represent and warrant that you are authorized and lawfully able to do so. If you do not have such authority and ability, if you are not lawfully able to enter into contracts because you are incapacitated, or if you do not agree to these Terms, you may not use the KeepandShare Network. You must be at least 13 to use the KeepandShare Network, and if you are under 18 years of age or the age of majority in your jurisdiction, whichever is older, you must make sure that your parent or legal guardian reads and agrees to these Terms on your behalf.
1. Limited License to Use.
(a) GWL grants to you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the KeepandShare Network solely for the purposes of storing, accessing, processing, editing, and sharing your data, images, content, and other information that you upload to or otherwise make available on or through the KeepandShare Network (collectively, “Your Content”) and any content provided by other users of the KeepandShare Network that you have been given permission to access by such users, conditioned upon your compliance with these Terms and payment of any applicable fees. Your Content also includes any edits and additions that you may make to other users’ content through the KeepandShare Network.
(b) You agree not to reproduce, sell, charge for access to, or barter all or any portion of the KeepandShare Network (other than Your Content) for any purpose. You further agree not to distribute, display, perform, or otherwise use any portion of the KeepandShare Network for commercial purposes, other than to store, access, process, edit, and share Your Content for your own legal business purposes as expressly permitted by, and subject to, these Terms.
2. Embedding Your Content on other Websites. The KeepandShare Network may allow you to embed certain KeepandShare Network elements containing Your Content (such as a calendar) in one or more websites (any site on which you embed Your Content being “Your Site”). You may only embed such KeepandShare Network elements on websites that you own and control, or on which you are otherwise authorized to display content. If your KeepandShare Network account is a free account, such as a Basic account, if you embed any KeepandShare element in Your Site, then you must include a KeepandShare Network credit link on Your Site in accordance with the then current KeepandShare Credit Links policy.
(b) You agree that you will not use the KeepandShare Network to store, display, or transmit any “protected health information” as defined in the federal regulations implementing the Health Insurance Portability and Accountability Act (HIPAA), or any similar state law. You also acknowledge that neither GWL nor the KeepandShare Network is a “covered entity” as defined in the HIPAA regulations or any similar state or federal law, and that neither GWL nor the KeepandShare Network intends or agrees to act as a “business associate” of any “covered entity” as those terms are defined in the HIPAA regulations or any similar state or federal law.
4. Password and Security.
(a) To use certain of the Services, you may be required to register for an account with an account name and password. You may also be provided with one or more guest passwords for access to content of KeepandShare Network users that they have permitted you to access. You are responsible for maintaining the confidentiality of your password, and you are solely responsible for all activities that occur under your account. You agree not to sell or transfer your account or any associated rights. You agree to immediately notify GWL of any unauthorized use of your account or password or any other breach of security related to the KeepandShare Network. GWL reserves the right to require you to alter your password if GWL believes that your account or password is no longer secure. YOU AGREE THAT GWL WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD.
(b) You agree that you will not share your password for ‘shared login’ with others except for when it is one other person who is either someone sharing your job function or is your marital partner.
5. No Children. The KeepandShare Network is not intended for use by children. If you are under the age of thirteen (13), you may not use the KeepandShare Network.
6. International Access. The KeepandShare Network is designed for use within the United States. Some aspects of the KeepandShare Network may not be available or permitted to be used outside the United States. If you access or use the KeepandShare Network outside the United States, you are responsible for complying with all applicable U.S. and foreign local, state, federal, national, and provincial statutes, treaties, regulations, rules, and orders, all international treaties, and all other laws (each, a “Law”). For example, you agree to comply with all export and re-export Laws, including but not limited to all international trade and economic sanctions and all restrictions and regulations of the United States Departments of Commerce, Homeland Security, State, and the Treasury, as well as all other United States agencies and authorities, and not to transfer, or authorize the transfer of, any aspect of the KeepandShare Network (or any content stored on or shared through it) to a prohibited person or country or otherwise in violation of any Laws.
7. Your Responsibilities. You agree that:
(a) You are responsible for obtaining and maintaining all equipment and services needed for access to and use of the KeepandShare Network and for paying all related charges;
(b) You will provide accurate, current, and complete information as prompted by any registration or other form, and maintain and update such information to keep it accurate, current, and complete at all times;
(c) You will use the KeepandShare Network and Your Site only (i) in accordance with all applicable Laws; (ii) in accordance with these Terms; (iii) in accordance with any agreement between you and any other individual or entity (including any restrictions or requirements placed on you by any individual or entity that hosts Your Site); and (iv) within the express scope of the license granted in Section 1 above;
(d) You will not use the KeepandShare Network or Your Site to: (i) transmit or display any material that is illegal, abusive, tortious, defamatory, pornographic, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable, that promotes discrimination based on race, ethnicity, nationality, religion, sex, sexual orientation, disability, or age, or that promotes violence; (ii) transmit or display any unsolicited or unauthorized advertising, solicitation, or promotional materials, or any junk mail, spam, link-building, chain letter, or pyramid scheme; (iii) stalk, harass, or harm another individual; (iv) impersonate any individual or entity, or otherwise misrepresent your affiliation with an individual or entity; or (v) disparage or injure the reputation or goodwill of the KeepandShare Network, GWL, any of GWL’s parents, subsidiaries, or affiliates, any of its or their respective licensors, suppliers, distributors, or customers, or any of its or their respective officers, directors, employees, contractors, representatives, or agents (collectively, the “GWL Parties”);
(e) You will not include in Your Content or on Your Site, or use the KeepandShare Network in connection with: (i) any adware, malware, spyware, virus, worm, Trojan horse; (ii) any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iii) any other malicious or harmful code; or (iv) any other software not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;
(f) You will not (i) interfere with or disrupt, or attempt to interfere with or disrupt, the KeepandShare Network or servers or networks operated or used by GWL or otherwise connected to the KeepandShare Network, or disobey any requirements, procedures, or policies of such networks; (ii) abusively create multiple accounts; (iii) perform or use automated logins, automated account creations, or other forms of automated remote access (such as bots); (iv) intentionally defeat measures that are intended to identify whether an actual human is present when making requests to the KeepandShare Network; (v) use any bots, spiders, or other automated information-gathering devices or programming routines to “mine” any aspect of the KeepandShare Network; or (vi) collect or store personal data about other users without their express written consent;
(g) You will abide by all copyright notices, information, and restrictions appearing on or contained within the KeepandShare Network, and you will not, and will not attempt to, (i) modify, tamper with, or otherwise create derivative works of the KeepandShare Network; (ii) remove, obscure, or alter any notice, including any notice of any intellectual property or proprietary right, appearing on or contained within the KeepandShare Network; or (iii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the KeepandShare Network;
(h) You will not embed any KeepandShare Network element on any website that is governed by terms (i) that would purport to give the public or any third party greater rights to the KeepandShare Network or any component of the KeepandShare Network than GWL provides in these Terms; or (ii) that are otherwise inconsistent with these Terms;
(i) You will not state or imply that you have any partnership or affiliation with GWL or that GWL supports or endorses you, Your Content, or Your Site, and you will not without GWL’s prior written consent advertise, issue any press release, or make any other formal public communication with respect to your use of the KeepandShare Network (other than advertising or promoting Your Content and Your Sites without reference to any of the GWL Parties or the KeepandShare Network); and
(j) You will promptly provide GWL with all information and documentation that GWL reasonably requests to verify your compliance with these Terms. In addition, you hereby consent to GWL or our representatives monitoring or investigating Your Content and Your Site and your use of the KeepandShare Network to help GWL provide you technical support, to maintain and improve the KeepandShare network, and to verify compliance with these Terms.
(a) GWL may charge fees for access to all or any portion of the KeepandShare Network, or GWL may offer products or Services for which GWL charges fees. For example, GWL may offer users of the KeepandShare Network the opportunity to pay fees in exchange for increased storage capacity on GWL’s servers. In no event will you be charged fees for access to any aspect of the KeepandShare Network, unless GWL obtains your prior agreement to pay such fees. If you do not pay such fees, however, you may not have access to paid portions of the KeepandShare Network.
(b) Details regarding the content or Services you will receive in exchange for fees, as well as the terms and conditions (including payment terms) that apply, will be disclosed to you prior to your agreement to pay such fees. Any such terms and conditions shall be deemed to be a part of (and are hereby incorporated by reference into) these Terms. Unless such terms and conditions provide otherwise, fees are quoted and payable in U.S. Dollars, payment obligations are non-cancelable, and any fees paid are non-refundable. GWL may accept payment through one or more payment service providers (such as PayPal) or by credit or debit card, depending on GWL’s payment policies in place from time to time. If you pay through a payment service provider, the user agreement for such payment service governs your use of such payment service. If you pay by credit card or debit card, your card issuer agreement governs your use of your card. Unless otherwise stated, GWL’s fees do not include any taxes, duties, or similar governmental assessments of any nature, and you are responsible for paying all such taxes, duties, and assessments associated with your purchases in connection with the KeepandShare Network.
(c) Under the payment terms and conditions applicable to your KeepandShare account, you may have the option to choose from among one or more subscription pricing arrangements (a “Subscription”). If you choose a Subscription, the Subscription may renew automatically at the then-current price for the Subscription at the end of each Subscription period unless you cancel your Subscription or turn off auto-renewal prior to the next renewal date. By choosing a Subscription arrangement, you consent to this automatic renewal feature. You may cancel your Subscription at any time. If you wish to cancel your Subscription or turn off auto-renewal, follow the instructions for cancelling Subscriptions found on the applicable Site page.
(a) Types of Content. Content available through the KeepandShare Network includes content provided by GWL (“GWL Content”), Your Content, and content provided by users of the KeepandShare Network and other individuals and entities other than GWL (collectively, together with Your Content, “Third Party Content”).
(b) Third Party Content. GWL does not control any Third Party Content displayed on or through the KeepandShare Network and, as such, GWL does not make any promise, warranty, or other assurance as to the accuracy, integrity, or quality of such Third Party Content. You understand that by using the KeepandShare Network, you may be exposed to Third Party Content that is offensive, indecent, or objectionable. Any opinions, advice, statements, services, offers, or other Third Party Content expressed or made available on the KeepandShare Network are solely those of the respective authors or distributors, and do not necessarily reflect GWL’s views. You use or rely on Third Party Content at your own risk. UNDER NO CIRCUMSTANCES WILL ANY OF THE GWL PARTIES HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF USE OF, OR RELIANCE ON, ANY THIRD PARTY CONTENT.
(d) Treatment of Your Content. GWL may, but is not obligated to, monitor Your Content, and you agree that you are solely responsible for all of Your Content. GWL is not required to host, display, or distribute any of Your Content, and may remove at any time or refuse any of Your Content. While GWL takes steps to back-up Your Content, no back-up system is foolproof. GWL cannot fully ensure that Your Content will not be lost, stolen, or damaged, and GWL is not responsible for any loss, theft, or damage to any of Your Content. You should retain your own, separate back-up copies of any of Your Content that you do not wish to lose. In addition, GWL has no control over, and will have no liability resulting from, the use (including without limitation re-publication) or misuse by any third party of any personal information or other material contained in Your Content and made available through the KeepandShare Network. GWL reserves the right to display advertisements in connection with Your Content.
(e) Representations and Warranties Regarding Your Content. You represent and warrant that: (i) you own all intellectual property and all other rights in Your Content or, alternatively, you have acquired all necessary rights in Your Content to enable you to grant the rights in Your Content described in these Terms and to make the other agreements, representations, and warranties in these Terms; (ii) Your Content and GWL’s authorized use of Your Content do not and will not infringe, violate, or misappropriate the intellectual property, privacy, publicity, or any other legal or moral rights of any third party; and (iii) Your Content does not violate any Law.
(a) Sharing Your Content. The KeepandShare Network may allow you to share all or a portion of Your Content with third parties (who may or may not be registered KeepandShare users) or the general public and may allow you to authorize such sharing through controls available through the KeepandShare Network (the “Sharing Controls”). You authorize GWL to make Your Content available to third parties in accordance with the Sharing Controls, including without limitation allowing third parties to access, download, embed on a website, link to, add to, edit, share, rate, review, comment on, and otherwise use Your Content, as applicable.
(b) No Responsibility for Shared Content. GWL has no responsibility for any of Your Content that is downloaded or otherwise copied from the KeepandShare Network in accordance with the Sharing Controls. If you choose to share any of Your Content with the public, whether on the Sites, on Your Sites, or otherwise, it will be viewable by anyone and it may be indexed or archived by third parties. Any changes you make to your Sharing Controls will only affect access and use of Your Content occurring after the changes are made.
(c) Sharing Your Edits and Additions to Content of Other Users. If you make edits to, or add to, any Third Party Content that is under the account of any user of the KeepandShare Network other than yourself, you authorize GWL to make such edits and additions available to third parties, and license third parties to use such edits and additions, in accordance with the Sharing Controls set by that other user (which may change from time to time), and not the Sharing Controls set by you for the rest of Your Content under your account.
(d) Share Page URL. The KeepandShare Network may allow you to make all or a portion of Your Content available on a website page hosted by GWL on a subdomain of www.keepandshare.com (“Your Share Page”) and, if so, GWL will assign a URL to that page. Although the URL for Your Share Page may be based on your account name, for example “youraccountname.keepandshare.com”, GWL reserves the right to assign, reject, reclaim, change, or reassign the name of that URL in its discretion for any reason whatsoever, including without limitation if you do not have the legitimate right to use that URL or if that URL or a similar URL is already being used by another KeepandShare Network user, contains offensive language, is associated with illegal activity, or contains the name of, or otherwise refers to, an individual, company, or product, and that individual or company, or the producer or distributor of that product, requests that GWL reclaim that URL.
11. Proprietary Rights.
(a) Ownership. You acknowledge and agree that GWL and/or its licensors own all legal right, title, and interest in and to the KeepandShare Network (including without limitation all GWL Content, GWL’s arrangement of Third Party Content, and all other design and functional aspects of the Sites, other than Third Party Services and Third Party Content itself) and all copyright, trademark, and other intellectual property rights relating to it. You do not, by virtue of these Terms or otherwise, acquire any ownership interest or rights in or to the KeepandShare Network or any portion of it, or any other intellectual property or technology that GWL provides or uses in connection with the KeepandShare Network, other than use of the KeepandShare Network as expressly provided in these Terms.
(b) Logos and Marks. KeepandShare, Keep and Share, the KeepandShare design, and certain other names, graphics, and logos used in connection with the KeepandShare Network are registered and unregistered trademarks, trade names, service marks, and logos (each, a “Mark”) of GWL or its licensors. Ownership of the Marks and the goodwill associated with them remains with GWL or its licensors. You are not authorized to use any of the Marks without the prior written consent of GWL or the owner of such Mark.
12. Infringement Claims. GWL respects the intellectual property rights of others. Accordingly, GWL has a policy of removing Third Party Content that violates copyright, trademark, or other intellectual property Law, suspending access to the KeepandShare Network (or any portion of it) to any user who uses the KeepandShare Network in violation of any such Law, and/or terminating in appropriate circumstances the account of any user who uses the KeepandShare Network in violation of any such Law. Pursuant to Title 17 of the United States Code, Section 512, GWL has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such Law. If you believe your copyright, trademark, or other intellectual property right is being infringed by a user of the KeepandShare Network, please provide written notice to the following agent:
Robert Carr, CEO
Gee Whiz Labs, Inc.
725 Euclid Avenue
San Francisco, CA 94118
Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work, trademark, or other intellectual property alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow GWL to locate that material; (d) contain adequate information by which GWL can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material, trademark, or other intellectual property is not authorized by the owner, the owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury (in the case of a copyright claim), that you are authorized to act on behalf of the copyright, trademark, or other intellectual property owner. Please do not send notices or inquiries unrelated to alleged intellectual property infringement to GWL’s designated agent.
13. Additional Terms; Third-Party Services. Portions or features of the KeepandShare Network may be subject to additional terms, which will be documented in separate terms between you and GWL that will be posted conspicuously on the applicable Site. Those additional terms will supplement these Terms and will control over any direct conflict between them and these Terms, but only with respect to the specific portions or features of the KeepandShare Network offered under such additional terms. In addition, portions of the KeepandShare Network may allow you to use third party products and services, which may include without limitation the Aurigma file or image uploaders and third party sites from or to which you may import or export Your Content (collectively, the “Third Party Services”). If you provide GWL with your account credentials (such as user name and password) for any Third Party Services: (i) you authorize GWL to use such account credentials to access and import content from such Third Party Services accounts as Your Content for use on the KeepandShare Network and (ii) you represent and warrant that you are the account holder of each account with Third Party Services for which you provide GWL with account credentials, that you have the authority to allow GWL to use such credentials to access and import content from such Third Party Services accounts, and that by doing so GWL will not be in violation of any agreement between you and such Third Party Service or any applicable policies of the relevant Third Party Services. GWL has no responsibility to you for any Third Party Services and has no obligation to provide support, maintenance, or other services in connection with any Third Party Services. Your use of Third Party Services through the KeepandShare Network is subject to the license agreements, terms and conditions, privacy policies, and other policies and agreements applicable to such Third Party Services.
14. Links to Third Party Sites. The KeepandShare Network may contain links to third party websites or resources. GWL’s provision of a link to any third party website or resource is for your convenience only and does not signify GWL’s endorsement of such other website or resource or its contents. YOU AGREE THAT GWL SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, SOFTWARE, ADVERTISING, PRODUCTS, SERVICES, OR MATERIALS FOUND AT OR THROUGH ANY OTHER WEB SITE OR INTERNET RESOURCE.
15. Publicity. You agree that KeepandShare may identify you as our customer on our Websites and/or marketing collateral and use your logo for that purpose, unless you have notified us otherwise by an e-mail to: .
16. Modifications to Terms. GWL may, in its sole and absolute discretion, change these Terms from time to time by posting notice of such changes on the user news page of www.keepandshare.com or emailing notice of such changes to you at the email address connected with your KeepandShare account or your Guest Password. IF YOU OBJECT TO ANY SUCH CHANGES, YOUR SOLE RECOURSE SHALL BE TO CEASE USING THE KEEPANDSHARE NETWORK. CONTINUED USE OF THE KEEPANDSHARE NETWORK FOLLOWING NOTICE OF ANY SUCH CHANGES SHALL INDICATE YOUR ACKNOWLEDGEMENT OF SUCH CHANGES AND AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF SUCH CHANGES.
17. Modifications to the KeepandShare Network. GWL reserves the right to modify or discontinue all or part of the KeepandShare Network with or without notice to you. YOU AGREE THAT GWL SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD GWL EXERCISE ITS RIGHT TO MODIFY OR DISCONTINUE THE KEEPANDSHARE NETWORK.
18. Termination. GWL may terminate your KeepandShare Network membership and permanently remove Your Content, suspend your KeepandShare Network membership, or terminate, suspend, or modify your access to all or part of the KeepandShare Network, without notice, if you have not logged in to your user account within the last six months, if you or anyone using your account violates these Terms or engages in any conduct that GWL, in its sole and absolute discretion, believes is in violation of any applicable Law or is otherwise harmful to the interests of GWL, any other KeepandShare Network user, or any third party. YOU AGREE THAT GWL SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR TERMINATING THE RIGHTS GRANTED BY THESE TERMS, REMOVING YOUR CONTENT; OR SUSPENDING, MODIFYING, OR TERMINATING YOUR KEEPANDSHARE NETWORK MEMBERSHIP OR YOUR ACCESS TO THE KEEPANDSHARE NETWORK (OR ANY PORTION OF IT). You may discontinue your participation in and access to the KeepandShare Network at any time. The terms of Sections 3, 4, 5, 6, 7, and 9 through 24 of these Terms, as well as any other limitations on liability set forth in these terms and any other provisions that by their nature or terms should survive, will remain in full force and effect notwithstanding any termination of your use of the KeepandShare Network or of the rights granted by these Terms.
19. Disclaimer of Warranties. YOU UNDERSTAND AND AGREE THAT USE OF THE KEEPANDSHARE NETWORK, INCLUDING WITHOUT LIMITATION FOR PURPOSES OF THIS SECTION ALL THIRD PARTY SERVICES AND ALL CONTENT AVAILABLE ON OR THROUGH THE KEEPANDSHARE NETWORK, IS AT YOUR SOLE RISK. THE KEEPANDSHARE NETWORK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITH ALL FAULTS. THE GWL PARTIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE KEEPANDSHARE NETWORK (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT). THE GWL PARTIES MAKE NO WARRANTY THAT THE KEEPANDSHARE NETWORK, OR ITS QUALITY, WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE KEEPANDSHARE NETWORK WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; THAT ANY DEFECTS IN THE KEEPANDSHARE NETWORK WILL BE CORRECTED; OR THAT ANY INFORMATION OBTAINED THROUGH THE KEEPANDSHARE NETWORK IS ACCURATE OR RELIABLE. YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, DOCUMENTS, PHOTOGRAPHS, AND SOFTWARE FILES) STORED BY YOU OR OTHERS ON THE KEEPANDSHARE NETWORK IS NOT GUARANTEED AND THAT THE GWL PARTIES SHALL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE KEEPANDSHARE NETWORK OR ITS UNAVAILABILITY. YOU FURTHER ACKNOWLEDGE THAT THE KEEPANDSHARE NETWORK IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE KEEPANDSHARE NETWORK COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. YOU UNDERSTAND AND AGREE THAT USE OR ACCESS OF ANY MATERIAL AND/OR INFORMATION ACCESSED, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE KEEPANDSHARE NETWORK IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING FROM SUCH USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE GWL PARTIES ARE NOT RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE TO, OR VIRUS THAT MAY INFECT, ANY COMPUTER EQUIPMENT OR OTHER PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY GWL PARTY OR THROUGH THE KEEPANDSHARE NETWORK SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THE GWL PARTIES DISCLAIM ALL EQUITABLE INDEMNITIES.
20. Limitation of Liability. YOU UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, IN NO EVENT WILL ANY GWL PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT OR TORT, STATUTORY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, OR DATA, OR FOR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO AS A RESULT OF: (A) YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF, OR INABILITY TO USE, THE KEEPANDSHARE NETWORK, INCLUDING WITHOUT LIMITATION FOR PURPOSES OF THIS SECTION ALL THIRD PARTY SERVICES AND ALL CONTENT AVAILABLE ON OR THROUGH THE KEEPANDSHARE NETWORK; (B) ANY CHANGES TO THE KEEPANDSHARE NETWORK, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE KEEPANDSHARE NETWORK (OR ANY FEATURES OR PORTIONS OF THE KEEPANDSHARE NETWORK); (C) THE DELETION OR CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT OR COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH THE KEEPANDSHARE NETWORK; (D) USE OF, OR RELIANCE ON, ANY THIRD PARTY CONTENT; OR (E) ANY OTHER MATTER RELATING TO THE KEEPANDSHARE NETWORK. SHOULD ANY GWL PARTIES BE FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY NOTWITHSTANDING THE FOREGOING, THE AGGREGATE AMOUNT OF SUCH LIABILITY WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100.00).
21. Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that the GWL Parties may not, as a matter of any applicable Law, disclaim any implied warranty or limit their liabilities, the scope and duration of such warranty and the extent of the GWL Parties’ liability shall be the minimum permitted under such applicable Law.
22. Indemnification. You agree to indemnify, defend, and hold harmless the GWL Parties from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ and experts’ fees) that such parties may incur as a result of or arising from: (a) any of Your Content; (b) use of the KeepandShare Network in connection with any of Your Sites; (c) use of your Third Party Services accounts (whether or not such use is expressly authorized by you); (d) any other use by you (or anyone using your account) of the KeepandShare Network; (e) any violation by you (or by anyone using your account) of these Terms; or (f) your (or anyone using your account’s) violation of any rights of another. Each GWL Party reserves the right, at its own expense, to assume the exclusive defense, settlement, and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with such GWL Party’s defense and settlement of such claim.
23. Electronic Communications Notice. You agree to send any notices that are required or permitted to be given by these Terms to GWL only in the manner specified for such purposes on the Sites. When you use the KeepandShare Network or send emails to GWL, you are communicating with GWL electronically. You consent to receiving communications from GWL electronically. GWL may communicate with you by email or posting notices on the interface for your account or the user news page of www.keepandshare.com. You may update your information for notice purposes by accessing and updating your email settings and user profile in your account settings. You agree that all agreements, notices, disclosures, and other communications that GWL provides to you electronically satisfy any legal requirement that such communications be in writing. In order to access any such communications, you must have a computer. In order to retain copies of any such communications, you must have a printer or data storage device. If you have a printer, you may print paper copies of any such communications for your own use. In addition, you hereby consent to GWL sending you email or other communications related to the KeepandShare Network and other GWL products and services from time to time. If you wish to withdraw your consent for us to communicate with you electronically, you must terminate your KeepandShare account and you may not use the KeepandShare Network.
24. California Users. Under California Civil Code Section 1789.3, California users may be entitled to the following consumer rights notice: If you have a question or comment about the KeepandShare Network, you may send GWL an email at . You also may contact GWL by writing to: KeepandShare Inc., 725 Euclid Ave., San Francisco, CA 94118; or by calling GWL at 1–800–899–9527. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, California 95834 or by telephone at (916) 445–1254 or (800) 952–5210.