1. Accepting the agreement
By clicking the "EXECUTE CONTRACT" button displayed as a part of the online registration process, you are indicating that you expressly accept the following terms and conditions in this legal agreement (the "Agreement") between you and any organization you represent (collectively, "you" or the "Customer") and Glimpse Live, LLC ("GlimpseLive") governing your use of GlimpseLive's online service and any related software you may install on your computer (the "Service"). If you are entering into this Agreement, you represent that you are authorized to accept the terms of this Agreement on behalf of yourself or the organization you represent. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not click on the "EXECUTE CONTRACT" button and must close this Agreement, and may not use the Service.
2. License grant & restrictions
GlimpseLive hereby grants the Customer, during the term of this Agreement, the non-exclusive, non-transferable, worldwide right to use the Service, solely for the Customer's own internal business purposes, subject to the terms and conditions of this Agreement, the Service Agreement between you and GlimpseLive (the "Service Agreement"), the Business Associate Agreement between you and GlimpseLive ("BAA") and the End User License Agreement between you and GlimpseLive (the "EULA"). All rights not expressly granted to the Customer are reserved by GlimpseLive and its third party licensors or suppliers (collectively, the "Licensors").
The Customer shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content provided by or on behalf of GlimpseLive through the Service (the "Content") in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.
Customer agrees that GlimpseLive may publish, modify and amend any and all content appearing within GlimpseLive.com, and all other internet domains or content feeds owned, managed, or controlled by GlimpseLive, including content consisting of promotions, advertisements and listings for non-competing local businesses, or products and services offered by GlimpseLive.
3. Ownership of intellectual property rights and Customer Data
The parties acknowledge and agree that, subject to the license grants contained in this Agreement and the EULA, GlimpseLive (or its Licensors) retains all right, title and interest, including all related intellectual property rights, in and to the Glimpse Live technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations (collectively, "Feedback") or other information provided by the Customer or any other party relating to the Service. Customer acknowledges that any and all patient or customer data including consumer review data captured by the GlimpseLive system ("Customer Data") may be used by GlimpseLive in accordance with this Agreement, the Service Agreement, the EULA and applicable law. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, GlimpseLive technology, the Content, or GlimpseLive intellectual property to the Customer except for the limited licenses granted to the Customer under this Agreement and the EULA. Any and all software, algorithms, applications, source codes, structures, sequences, routines, sub-routines and related programming, engineering or technological matter developed or created by GlimpseLive or its Licensors (and all copyrights, patents, trademarks and other proprietary rights related thereto) shall remain the sole, exclusive and perpetual property of GlimpseLive or its Licensors.
The trademarks, trade names, service names or logos associated with the Service (collectively, the "Marks") are trademarks of GlimpseLive or its Licensors, and no right or license is granted to use them. Customer hereby acknowledges GlimpseLive or its Licensors' perpetual and exclusive ownership of and title to the Marks and the goodwill attaching thereto. Customer agrees not to use or attempt to register any mark that is confusingly or deceptively similar to the Marks.
4. Customer responsibility and passwords; Third-party software
You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify GlimpseLive immediately of any unauthorized use of your account or any other breach of security. GlimpseLive will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Customer represents and warrants that: (i) the content to be transmitted by or on behalf of Customer does not constitute SPAM; (ii) the content to be transmitted by or on behalf of Customer is not illegal, threatening, hateful, vulgar, obscene, libelous or defamatory and does not and will not infringe upon any trademark, patent, copyright, trade secret or other proprietary, publicity or privacy right of any third party; and (iii) Customer has complied and will comply with all applicable laws respecting its execution and performance of this Agreement.
The Service receives data from third-party software systems, which will be designated by Customer in the process of setting up the Service. If Customer elects to change, upgrade or materially alter the third party software system from which GlimpseLive receives data, GlimpseLive does not guarantee that all Customer Data or Service functionality will be preserved. Customer is responsible for communicating any changes in data structure, management system, or hardware upgrades that may impact GlimpseLive's ability to receive and process Customer Data. In addition, Customer is responsible for providing GlimpseLive with accurate instructions and information regarding the third party systems and databases that the Service will interface with, and bears all responsibility for incomplete, inaccurate or otherwise faulty information regarding third party systems and Customer databases conveyed to GlimpseLive in connection with its set up or maintenance of the Service.
5. Client data and account information
GlimpseLive reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination, your right to access or use client data reporting immediately ceases. GlimpseLive reserves the right to share and distribute all non-identifiable client data in accordance with the terms hereof.
6. Limited liability
IN NO EVENT SHALL GLIMPSELIVE, ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, PARTNERS OR AFFILIATES BE LIABLE FOR: (I) ANY INDIRECT, INCIDENTAL, UNFORESEEABLE, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (II) ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF EARNINGS OR LOSS OF BUSINESS OPPORTUNITIES, EVEN IF GLIMPSELIVE HAS BEEN ADVISED OR WARNED BY CUSTOMER OF THE POSSIBILITY OF SUCH DAMAGES; (III) COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; (IV) LOSS OF DATA OR OTHER CUSTOMER CONTENT RESULTING FROM DELAYS, NON-DELIVERIES, MISDELIVERIES, SECURITY BREACHES TO, SERVICE INTERRUPTIONS TO, OR ERRORS OR OMISSIONS RESPECTING THE SERVICE OR THE OPERATION OF GLIMPSELIVE'S OR ITS LICENSORS' NETWORKS; OR (V) LOSSES OR LIABILITIES DUE IN WHOLE OR IN PART TO INADVERTENT, PREMATURE OR UNAUTHORIZED RELEASE OR DISCLOSURE OF INFORMATION BY CUSTOMER VIA GLIMPSELIVE'S OR ITS LICENSORS' NETWORKS. THE TOTAL CUMULATIVE LIABILITY OF GLIMPSELIVE TOGETHER WITH ITS OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, LICENSORS, PARTNERS AND AFFILIATES TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE IS LIMITED TO THE AMOUNT OF FEES CUSTOMER PAYS TO GLIMPSELIVE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF GLIMPSELIVE HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NO ACTION OR CLAIM RELATING TO THIS AGREEMENT SHALL BE MADE AGAINST GLIMPSELIVE OR ITS LICENSORS, OFFICERS, MANAGERS, MEMBERS, EMPLOYEES, PARTNERS OR AFFILIATES BY CUSTOMER OR ON CUSTOMER'S BEHALF MORE THAN 12 MONTHS AFTER THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM.
You agree to indemnify and hold GlimpseLive (including its parent, subsidiaries, affiliates, officers, managers, members, agents, and employees, contractors, sub-contractors, Licensors, partners and affiliates) harmless from any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of your breach or alleged breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party (including without limitation any negligent, willful, tortious or illegal conduct by you affecting a third party).
Any breach of the Service Agreement, the EULA, your payment obligations or unauthorized use of the GlimpseLive technology, Content or Service, will be deemed a material breach of this Agreement. GlimpseLive, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement, the Service Agreement or the EULA. In addition to any other rights granted to GlimpseLive herein, GlimpseLive reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent, if you breach the Service Agreement or the EULA, or otherwise engage in fraudulent or unlawful activities. In addition, GlimpseLive may terminate a free account at any time in its sole discretion. You agree and acknowledge that GlimpseLive has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay, and such breach has not been cured within 15 days of notice of such breach. GlimpseLive will have no liability for any suspension or termination of your account in accordance with this paragraph.
9. Early Termination Fee
If we terminate your service for nonpayment or other default before the end of the Service Commitment, or if you terminate your service for any reason other than (a) in accordance with the cancellation policy; or (b) pursuant to a change of terms. You agree to pay us 50 % with respect the duration of time left on the service agreement. The Early Termination Fee is not a penalty, but rather a charge to compensate us for your failure to satisfy the Service Commitment on which your rate plan is based. AFTER YOUR SERVICE COMMITMENT, THIS AGREEMENT SHALL AUTOMATICALLY RENEW ON A MONTH-TO-MONTH BASIS UNTIL EITHER.
10. Credit card authorization
By submitting your credit/debit card ("Bank Card") data to GlimpseLive, you authorize GlimpseLive in its complete discretion to submit a financial transaction(s) to your issuing bank for settlement. You agree that once GlimpseLive has approved or declined your transaction, GlimpseLive has fully performed under the terms of this Agreement. You agree to contact GlimpseLive in the event that you desire to cancel any recurring charge, prior to the next billing cycle. Should you fail to contact GlimpseLive, you agree to indemnify and hold GlimpseLive harmless from any losses or damages that you suffer as a result of a recurring charge. GlimpseLive may be contacted at: firstname.lastname@example.org or Glimpse Live, LLC, 1909 Beach Blvd, Suite 202, Jacksonville Beach FL, 32250, 904-503-9616. If you think that there is an error on your account, including an incorrect amount or unauthorized transaction, you agree to contact GlimpseLive prior to the next billing cycle. Upon proper notification, GlimpseLive, in its sole discretion may issue a credit to your Bank Card.
11. Representations & warranties
Each party represents and warrants that it has the power and authority to enter into this Agreement. Customer represents and warrants that Customer has not falsely identified itself or its corporate entity nor provided any false information to gain access to the Service and that all Bank Card and other billing information that Customer has provided is correct. YOU ACKNOWLEDGE THAT THE SERVICE, CONTENT AND TECHNOLOGY ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT ANY WARRANTY OF ANY KIND OR NATURE WHATSOEVER. TO THE FULLEST EXTENT ALLOWABLE BY LAW, GLIMPSELIVE AND ITS LICENSORS, DISTRIBUTORS, PARTNERS AND AFFILIATES (COLLECTIVELY, THE "AFFILIATES"), DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND WITH REGARD TO THE SERVICE, CONTENT AND TECHNOLOGY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GLIMPSELIVE OR A GLIMPSELIVE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. WITHOUT LIMITATION OF THE FOREGOING, GLIMPSELIVE AND the affiliates DO NOT WARRANT THAT: (A) THE SERVICE WILL BE ERROR-FREE, (B) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR FREE FROM VIRUSES, (C) THE SERVICE WILL MEET YOUR REQUIREMENTS OR (D) THE SERVICE WILL OPERATE WITH THE HARDWARE OR SOFTWARE CONFIGURATION YOU CHOOSE. FURTHER, GLIMPSELIVE AND THE AFFILIATES WILL NOT BE LIABLE FOR ANY DELAY, DIFFICULTY IN USE, INACCURACY OF INFORMATION, COMPUTER VIRUSES, MALICIOUS CODE OR OTHER DEFECT IN THE SERVICE, OR FOR ANY OTHER PROBLEMS EXPERIENCED BY THE CUSTOMER DUE TO CAUSES BEYOND GLIMPSELIVE'S OR THE AFFILIATES' CONTROL.
12. Governing law; venue; waiver of class action
This Agreement will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of Florida, without reference to its choice of law principles to the contrary. The Customer will not commence or prosecute any action, suit, proceeding or claim arising under or by reason of this Agreement other than in the state or federal courts located in Jacksonville, Florida. The Customer irrevocably consents to the jurisdiction and venue of the courts identified in the preceding sentence in connection with any action, suit, proceeding, or claim arising under or by reason of this Agreement. To the extent permitted by applicable law, each party agrees that it will not bring or participate in any class action against the other party or its partners or affiliates relating to this Agreement or the Services, and each party hereby waives any rights to bring such claims.
If any provision of this Agreement is found to be invalid or unenforceable, then the remainder of this Agreement will have full force and effect, and the invalid provision will be modified, or partially enforced, to the maximum extent permitted to effectuate the original objective. This Agreement will bind and inure to the transferee of a party's business, and will be enforceable in the event of a change in ownership or control. This Agreement, the Service Agreement, the BAA and the EULA constitute the entire agreement between the parties with respect to the subject matter hereof and merges and supersedes all prior agreements, understandings, negotiations, and discussions. Neither of the parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. Failure by either party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement is not intended to confer any right or benefit on any third party, and no action may be commenced or prosecuted against a party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement. No oral explanation or oral information by either party hereto will alter the meaning or interpretation of this Agreement. No amendments or modifications will be effective unless in a writing signed by authorized representatives of both parties.
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to email@example.com.