Terms of Service for Check-in####These terms of service set forth the terms and conditions under which Licensee may use the GPS Service. Licensee must read and accept the following terms and conditions (the "Agreement") before Licensee may use the GPS Service.####BY CLICKING ON THE "I ACCEPT" BUTTON, LICENSEE WILL ENTER INTO THE AGREEMENT WITH GPS AND BE BOUND BY THE TERMS AND CONDITIONS PRESENTED BELOW.####Defined Terms####The GPS Service is owned and operated by GPS Dashboard, Inc. a California corporation. (“GPS”). "Licensee" means any registered licensee of the Service. "GPS Service" means the Check-in service provided by GPS, and includes any new features or upgrades that augment or enhance the GPS Service. "SFDC" means salesforce.com, inc., a Delaware corporation. "SFDC Service" means the online, Web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications. "AppExchange" means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.####License and Scope of Use####Licensee acknowledges that in order to access and use the GPS Service, Licensee must have a valid license to use the SFDC Service. ##Subject to the terms and conditions of this Agreement and Licensee's payment to GPS of the applicable fees, GPS hereby grants to Licensee a nonexclusive, nontransferable, right to access, display and use the GPS Service only for Licensee's own internal use. Licensee acknowledges that GPS may from time to time modify, upgrade or provide new functionality to the GPS Service. Licensee consents to such automatic upgrades of the GPS Service, and agrees that this Agreement will apply to all such upgrades.##Licensee may not: (i) rent, lease, loan, resell, sublicense, or distribute the GPS Service to any third party or use the GPS Service to provide time sharing or similar services for any third party; or (ii) remove, circumvent, disable, damage or otherwise interfere with security-related features of the GPS Service, features that prevent or restrict use or copying of any content accessible through the GPS Service, or features that enforce limitations on use of the GPS Service.##Licensee understands that the GPS Service will monitor the location of mobile devices, but GPS makes no representation as to suitability or condition of any mobile device. GPS assumes no responsibility whatsoever for the maintenance, operation or non-operation, actuation or non-actuation, of any mobile device connected to the GPS Service. Also, please keep in mind that the GPS Service may stop working in the event any existing mobile device is not in good operating condition in which case GPS will not be liable for any damages or penalties under such circumstances.####Ownership####As between GPS and Licensee, all software applications, content, visual interfaces, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the GPS Service are owned by GPS (collectively, the "Intellectual Property"). The Intellectual Property is protected by United States copyright, trade dress, patent, and trademark laws, international laws and conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All trademarks, service marks, and trade names displayed on the user interfaces of the GPS Service are proprietary to GPS or its affiliates and/or third-party licensors. Except as expressly authorized by GPS, Licensee agrees not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Intellectual Property..##Licensee agrees that following termination of Licensee's account and/or use of the GPS Service, GPS may immediately deactivate Licensee's account, and that GPS shall not be liable to Licensee nor to any third party for any termination of Licensee's access to the GPS Service.####Licensee's Obligations####By accessing and using the GPS Service, Licensee acknowledges that it has read, understood and agree to be bound by this Agreement. If Licensee violates any of the terms of this Agreement, Licensee's permission to use the GPS Service may be terminated at GPS’s sole discretion.##Licensee agrees that the information provided to GPS upon registration and at all other times will be true, accurate, current and complete. Licensee agrees that it will ensure that this information is kept accurate and up to date at all times. Licensee acknowledges that Salesforce.com shall manage Licensee's password authentication protocol and that all of Licensee's location data shall be stored only on Licensee's salesforce.com account. GPS has no access to any information stored on Licensee's salesforce.com account.##Licensee understands and acknowledges that Licensee is entirely responsible for insuring that all mobile devices connected to the GPS Service can access the GPS Service. ####Our Obligations####GPS will also be responsible for maintaining the privacy of all personal information created in connection with Licensee's use of the GPS Service. Any personally identifiable information that GPS receives in connection with Licensee's use of the GPS Service will only be used by GPS for billing and administrative purposes. GPS does not collect or maintain any location data generated by the Licensee's use of the GPS Service. ####Billing & Payment####The GPS Service will be billed to Licensee's credit card on the activation date in accordance with the service plan that Licensee has chosen. Licensee may also use PayPal as a payment mechanism to pay all amounts due GPS. GPS shall have the right, upon Licensee's renewal of the GPS Service, to increase the charges provided herein. In the event that Licensee fails to make the payments required hereunder for the GPS Service, GPS may suspend or terminate this contract.####Warranty, Limitation of Liability####GPS does not warrant that the GPS Service will be compatible with all mobile devices. THE GPS SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE ACKNOWLEDGES AND AGREES THAT UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WILL GPS OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS (INCLUDING, WITHOUT LIMITATION, GPS’ WIRELESS CARRIER PARTNERS) OR SUPPLIERS BE LIABLE TO LICENSEE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES RELATED TO OR RESULTING FROM LICENSEE'S USE OR INABILITY TO USE THE GPS SERVICE EVEN IF GPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. The parties agree that in the event GPS is found to be liable to Licensee for any damages for any reason, including by reason either its breach of this Agreement or by reason of its negligence, it would be impractical and extremely difficult to fix actual damages. GPS and Licensee further agree that should there arise any such liability to you on the part of GPS, such liability shall be limited to the total amount of Two Hundred Fifty Dollars ($250.00). The parties acknowledge and agree that this Agreement is between the parties hereto and there are no intended third party beneficiaries.####Indemnification####GPS shall at all times during and after the term of this Agreement indemnify, defend and hold Licensee harmless from any and all claims, damages, suits or proceedings (collectively “Claims”) brought against Licensee based upon breach of GPS' representations, warranties, obligations and covenants set forth in this Agreement. If a Claim of infringement is brought or threatened, GPS shall, at its sole option and expense, use commercially reasonable efforts either (a) to procure a license that will protect Licensee against such Claim without cost to Licensee; (b) to modify or replace all or portions of the GPS Service as needed to avoid infringement, such update or replacement having substantially similar or better capabilities; or (c) if (a) and (b) are not commercially feasible, terminate the Agreement and refund to the Licensee's a pro-rata refund of the licensee fees paid for under the Agreement for the terminated portion of the Term.##Licensee shall at all times during and after the term of this Agreement indemnify, defend and hold GPS harmless from any and all Claims brought against GPS based upon breach of Licensee's representations, warranties, obligations and covenants set forth in this Agreement or Licensee's use of the GPS Service.####Termination####Licensee may terminate using the GPS Service at any time, subject to the billing and payment obligations Licensee agreed to at the time of registration. GPS may terminate Licensee's access to the GPS Service for any breach by Licensee of the terms and conditions set forth in this Agreement.##In addition, should GPS be unable either to secure or retain the connections or privileges necessary for the transmission of signals between Licensee's mobile devices and the GPS Service, or if GPS is unable to provide the GPS Service due to damage to GPS’s facilities or the facilities of other service providers of the GPS Service which is so substantial that it is impossible or impracticable to continue the GPS Service, or if rendering the GPS Service is impossible or impracticable due to acts of nature or any other cause beyond the control of GPS, GPS’s obligations hereunder shall be suspended, or, at GPS’s option, this Agreement may be rescinded by GPS without liability to Licensee.####General Legal Terms####This Agreement constitutes the whole legal agreement between Licensee and GPS and governs Licensee's use of the GPS Service. Licensee agrees that if GPS does not exercise or enforce any legal right or remedy that is contained in this agreement, such action will not be taken to be a formal waiver of GPS’s rights and that those rights or remedies will still be available to GPS.##This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflicts of laws principles that would require the application of the laws of a different state. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. All claims and disputes arising from or relating to this Agreement shall be exclusively resolved in the state courts in Alameda County, California, or in the federal courts in the Northern District of California, provided that nothing in this sentence shall restrict either party from seeking injunctive relief in a forum of its choice. Either party may request, by motion to the court, that the court stay the proceedings for the purpose of conducting a non-binding mediation, either through the court system, through the American Arbitration Association, or through a mediation facility to which the parties agree, in accordance with the then-prevailing commercial mediation rules of the facility. The non-moving party shall not object to the motion seeking a stay for mediation. The parties agree to a good-faith participation in the mediation process in an attempt to finally settle the dispute. Each party is responsible for paying its own attorney’s fees and costs, with the costs for mediation to be shared equally.##This Agreement is not assignable by Licensee without written consent of GPS. GPS shall have the right to assign this Agreement or subcontract any of the services it may perform.##GPS reserves the right to modify this Agreement at any time and in any manner at GPS' sole discretion by (a) posting a revision on GPS' website or (b) sending information regarding the amendment to the email address Licensee provided to GPS. Licensee is responsible for regularly review the GPS website to obtain timely notice of any amendments to this Agreement. Licensee shall be deemed to have accepted any amendments to this Agreement by continuing to use the GPS Service for more than 30 days after such amendments have been posted to the GPS website or have been communicated to Licensee. GPS shall not be liable to Licensee for any modification of this Agreement.
