Effective: February 10, 2015
PLEASE READ THE TOU CAREFULLY. By using the Site, you are agreeing to this TOU and you represent that, if the Site is being used on behalf of an organization such as your employer, you have the authority to bind such organization to the TOU. If you do not agree to this TOU, you may not and should not use the Site.
1. Purpose. This Site allows registered developers and other users to manage the geofences, beacons, communicates, applications, data and reporting, etc. that can be used and/or delivered through the Gimbal™ platform.
2. Additional Terms. Your use of the features and tools available on this Site shall be subject to the additional terms set forth in the agreement at https://manager.gimbal.com/sdk-license. Your use of the Gimbal web store shall be subject to the additional terms set forth in the agreement at Store Terms of Service
3. Copyright Notice and Use of the Site. The contents of the Site are protected by the copyright and other laws of the United States, its treaty countries and other jurisdictions. Except as may otherwise be provided in a written Agreement you have with Gimbal, You may not modify, copy, reproduce, republish, upload, post, transmit, transfer, or distribute in any way any of the contents of this site. You may download content from this site solely for your personal, non-commercial use (except as may otherwise be provided in a written agreement you have with Gimbal), provided you keep intact all copyright and other proprietary notices. Any copies of the content must include Gimbal’s copyright notice: © 2014 Gimbal, Inc. All rights reserved.
6. Additional Terms for Forums, Blogs, and Other Social Media. Our Site may provide one or more forums, blogs, help desk or other interactive or social media features (“Forums”) for visitors to our Site to exchange information with each other and with Gimbal about Gimbal’s products and services (the “Purpose”). If you use the Forums, in addition to any other terms we may require when you register to use the Forums or otherwise posted at or on the Forums, you agree to the following:
a. Restrictions. You agree not to use the Forums for any reason other than the Purpose. The material on the Forums is protected by international copyright and trademark laws. Except as permitted through a “Share” function which we may provide on the Forums (or with our express written permission), you may not modify, copy, reproduce, republish, upload, post, transmit, or distribute in any way any material from the Forums including any code or software we may provide.
b. Postings Not Necessarily the Opinion of Gimbal. Some of the individuals posting to Forums work for Gimbal; however, opinions expressed here and in any corresponding comments are the personal opinions of the original authors, and do not necessarily reflect the views of Gimbal.
c. Postings. Although we may attempt to keep objectionable messages off the Site, it is impossible for us to review all messages. All messages express the views of the author, and Gimbal will not be held responsible for any message or associated content.
i. If you post any messages, upload files, input data, or engage in any other form of communication through the Forums (a “Posting”), you represent and warrant the following: (a) you own all right, title, and interest in and to the Posting, or you have been granted sufficient rights in and to the Posting allowing you to post such Posting, (b) you will not post any messages or other materials that are obscene, vulgar, sexually-orientated, hateful, threatening, or that otherwise violate any laws, (c) you must not breach obligations of confidentiality that you owe to another party either in posting or using a Posting, (d) any Postings you make to the Site do not infringe any third party copyright, trademarks, any other intellectual property rights or any applicable law and (e) you will indemnify us and our affiliates, partners, licensors, service providers, content providers, and our and their directors, officers, employees and agents against all claims, losses, liabilities, costs, damages and expenses incurred by us or them due to any breach by you of this TOU or your use of the Forums. For the purposes of this section, references to “your use” of the Forums shall be deemed to include any use by a third party where such third party accesses the Forums using your computer.
ii. You take full responsibility for any and all Postings post to or exchange through the Forums.
iii. When using the Forums and viewing Postings, you need to be aware of the following issues:
1. All Posting on the Forums are available to be viewed by other users of the Forums and visitors to the Site. Therefore, you should not include in any Postings information which you intend to be kept confidential or which you deem to be proprietary to you.
2. The Forums may include contributions from various sources over which Gimbal has no control (including any content submitted by third party users).
3. Gimbal does not pre-screen or exercise editorial control over Postings, and takes no responsibility for such Postings.
4. Gimbal reserves the right to edit or remove Postings at any time and in its sole discretion, including those that are in breach of this TOU or in breach of any obligation of confidentiality you owe Gimbal, infringe or are alleged to infringe the intellectual property rights of any third party, or are defamatory, or otherwise are not relevant to the Forums and Gimbal will not be liable in relation to the removal of, or failure to remove, any Postings.
d. Messages to Registered Users. Our Forums may allow you to send messages directly to other Forum users who have made their contact information available for receiving such messages. You agree to only send messages to other Forum users for the purpose of exchanging information about the Purpose and any other use of the ability to send messages to other Forum users is strictly prohibited. Moreover, you shall not use the contact information made available through the Forum for any of the following: (i) to send unsolicited commercial email (i.e., spam) or any other type of unsolicited commercial message, or (ii) to send any message that is vulgar, sexually-orientated, hateful, threatening, or otherwise violates any laws.
e. License. By adding a Posting to the Forum, you are granting Gimbal a royalty-free, perpetual, non-exclusive, unrestricted, worldwide license to: (i) post, use, copy, sublicense, adapt, transmit, publicly perform or display any such Posting, (ii) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, play, host, communicate, make available and publish your Posting without restriction and (iii) sublicense to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Posting. The foregoing grants shall include the right to exploit any ideas, concepts, intellectual property, or proprietary rights in such Posting, including but not limited to rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction without Gimbal owing any monies to you whatsoever.
f. Gimbal Employees. If you are a Gimbal employee, you must also follow the Gimbal Social Media Policy in your Postings.
g. Posting Guidelines. Our Forums may contain additional rules or posting guidelines. In such case, you agree to conform your Postings to any such additional rules or posting guidelines.
7. DISCLAIMER. THE MATERIALS ON THE SITE AND ON THE FORUMS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. COMMENTARY AND OTHER MATERIALS POSTED ON THE SITE AND FORUMS ARE NOT INTENDED TO BE ADVICE ON WHICH RELIANCE SHOULD BE PLACED AND GIMBAL THEREFORE DISCLAIMS ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY SUCH RELIANCE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GIMBAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY OTHER CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY. GIMBAL DOES NOT WARRANT THAT THE SITE OR FUNCTIONS CONTAINED IN THE MATERIALS ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GIMBAL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THE SITE IN TERMS OF CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE. YOU (AND NOT GIMBAL OR ITS LICENSORS) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR, OR CORRECTION TO ANY EQUIPMENT YOU USE IN ACCESSING THE SITE OR AS A RESULT OF YOUR USE OF MATERIALS ON THE SITE.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL GIMBAL, ITS SUBSIDIARIES, PARENT COMPANIES AND AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT ARISE OR RESULT FROM OR ARE RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR ANY OF THE POSTINGS MADE AVAILABLE ON OR THROUGH THE SITE. UNDER NO CIRCUMSTANCES SHALL QSR’S AGGREGATE LIABILITY EXCEED USD $5.00. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT GIMBAL, ITS SUBSIDIARIES AND PARENT COMPANIES AND AFFILIATES ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE OR ANY POSTING TO THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE OR ANY MATERIALS MADE AVAILABLE BY OR THROUGH THE SITE, OR WITH THIS TOU, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.
9. Notices of copyright infringement. If you believe your intellectual property rights are infringed by any content on the Site, send us a written notification to Gimbal’s Designated Agent at the following address:
Attn. General Counsel
11010 Roselle St, Ste 150
San Diego, CA 92121
Email Address of Designated Agent: legal[at]gimbal[dot]com
To be effective, the notification must include the following:
a. A physical or electronic signature of the owner whose exclusive right is allegedly infringed or a person authorized to act on his or her behalf;
b. Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing or is the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Gimbal to locate the material on the Site;
d. Information reasonably sufficient to permit Gimbal to contact the copyright owner or his/her authorized agent including an address, telephone number, and if available, an electronic mail address;
e. A statement that the copyright owner or authorized agent has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
f. A statement that the information in the notification is accurate, and if submitted by the owner’s authorized agent a statement under penalty of perjury, that the agent is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Within a commercially reasonable time after receipt of the written Notification containing the information as outlined in “a” through “f” above Gimbal shall remove or disable access to the material that is alleged to be infringing and forward the written notification to the alleged infringer and take reasonable steps to promptly notify the alleged infringer that Gimbal has removed or disabled access to the allegedly infringing material.
Counter Notification: To be effective, a Counter Notification must be a written communication provided to Gimbal’s Designated Agent at the above provided address that includes substantially the following:
a. A physical or electronic signature of the alleged infringer;
b. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c. A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
d. The alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for San Diego County, California, or if the Subscriber’s address is outside of the United States, for any judicial district in which Gimbal may be found, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.
After receipt of a Counter Notification containing the information as outlined in “a” through “d” above, Gimbal will provide the complaining party with a copy of the Counter Notification within a commercially reasonable time and inform the copyright owner or designated agent that Gimbal will replace the removed material or cease disabling access to it within ten (10) business days. If Gimbal’s designated agent has not received notice from the copyright owner or his/her designated agent within ten (10) business days that an action has been filed seeking a court order to restrain the alleged infringer from engaging in infringing activity in relation to the allegedly infringing material, Gimbal shall restore the allegedly infringing material.
10. EXPORT RESTRICTIONS. ANY SOFTWARE OR OTHER MATERIALS WE MAKE AVAILABLE ON THE SITE ARE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFWARE OR OTHER MATERIALS YOU OBTAIN FROM OUR SITE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
11. Export Compliance Assurances. You acknowledge that all products, proprietary data, know-how, software or other data or information (herein referred to as “Products”) obtained from Gimbal or any direct Product thereof are subject to the United States (U.S.) government export control laws. Accordingly their use, export and re-export may be restricted or prohibited. You and your affiliates agree to obtain prior to export an authorization from the applicable U.S. government agency (either in writing or as provided by applicable regulation). These U.S. government restrictions are implemented principally through the Export Administration Regulations (“EAR”, 15 C.F.R. §§ 730 et seq., available at https://www.bis.doc.gov/) administered by Department of Commerce, Bureau of Industry and Security and the Foreign Asset Control Regulations administered by the Department of Treasury, Office of Foreign Assets Control (“OFAC”, 30 C.F.R. Part 500 et. Seq. available at https://www.treas.gov/offices/enforcement/ofac/). You, therefore, agree that neither you nor your subsidiaries or affiliates will directly or indirectly export, re-export, transfer, or release, or cause to be exported or re-exported (herein referred to as “export”), any such Products or any direct Product thereof to any destination or entity prohibited or restricted under U.S. law including but not limited to U.S. government embargoed or sanctioned countries or entities, or nationals, unless you shall obtain prior to export an authorization from the applicable U.S. government agency (either in writing or as provided by applicable regulation). You further agree that no Products received from Gimbal will be directly or indirectly employed in missile technology, sensitive nuclear, or chemical biological weapons end uses or in any manner transferred to any party for any such end use. This requirement shall survive any termination or expiration of this Agreement.
12. Trademarks. Gimbal logo are trademarks of Gimbal, Inc. Qualcomm is a registered trademark of Qualcomm Incorporated. Certain other product names, brand names and company names mentioned in this site may be trademarks of their respective owners.
13. Modification & Termination. This TOU is effective until modified or terminated by Gimbal. Gimbal may modify this TOU from time to time and will notify you by making the revised version available via the Site and an updated revisions date will indicate that changes have been made. The new TOU will be effective when posted. Your use of the Site after any such modifications or revisions are posted shall indicate your acceptance of such modified or revised terms. If you do not agree to the modified or revised terms, then do not access or use this Site. Gimbal may also terminate this TOU at any time without notice to you. In the event of termination, you are no longer authorized to access the Site and the restrictions imposed on you with respect to material downloaded from the Site, the disclaimers, limitations of liabilities, and export restrictions set forth in this agreement shall survive.
14. General. This TOU shall be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflicts of law. Any dispute in connection with this TOU must be brought in the courts located in San Diego, California, and you consent to personal jurisdiction and venue in such courts for purposes of any such dispute. If any provision of this TOU shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this TOU and shall not affect the validity and enforceability of any remaining provisions.