Last Modified: May 26, 2023
RESPONSIBILITIES AND ACCEPTANCE
1. Acceptance of the Terms of Service
These Terms of Service are entered into by and between You (“You” or “Customer”) and Double Point Partners LLC, a New York limited liability company, doing business as Glimpse, with offices located at 1178 Broadway 3rd Floor #1546 New York, NY 10001 ("Company," “Glimpse” "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Service"), govern your access to and use of Glimpse’s web-based applications, tools, and platforms designed to implement the software-as-a-service offering which are developed, operated, and maintained by the Company (the “Subscription Services”).
- "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Subscription Services under the rights granted to Customer pursuant to these Terms of Service and (ii) for whom access to the Subscription Services has been purchased hereunder.
- "Aggregated Statistics" means data and information related to Customer's use of the Subscription Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Subscription Services.
- "Company IP" means the Subscription Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from Company's monitoring of Customer's access to or use of the Subscription Services, but does not include Customer Data.
- "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Subscription Services.
- "Documentation" means Company's user manuals, handbooks, and guides relating to the Subscription Services provided by Company to Customer either electronically or in hard copy form/end user documentation relating to the Subscription Services available at https://meetglimpse.com/.
- "Subscription Services" means the web-based applications, tools, and platforms designed to implement the software-as-a-service offering which are developed, operated, and maintained by Company.
- "Third-Party Products" means any third-party products described in Exhibit A provided with or incorporated into the Subscription Services.
3. Changes to the Terms of Service
We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Subscription Services thereafter.
Customer’s continued use of the Subscription Services following the posting of revised Terms of Service means that you accept and agree to the changes. Customer is expected to check this page from time to time so they are aware of any changes, as they are binding on them.
4. Customer Responsibilities
- General. Customer is responsible and liable for all uses of the Subscription Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Service if taken by Customer will be deemed a breach of these Terms of Service by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms of Service's provisions as applicable to such Authorized User's use of the Subscription Services and shall cause Authorized Users to comply with such provisions.
5. Access and Use
- Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all other terms and conditions of the Subscription Services, Company hereby grants Customer a non-exclusive, non-transferable (except in compliance with these Terms of Service) right to access and use the Subscription Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal use. Company shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Subscription Services. The total number of Authorized Users will not exceed the number set forth in the separate Order Form, if applicable, which Customer and Company have agreed to, except as expressly agreed to in writing by the Parties and subject to any appropriate adjustment of the Fees payable hereunder.
- Documentation License. Subject to these Terms of Service, Company hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with these Terms of Service) license to use the Documentation during the term solely for Customer's internal business purposes in connection with its use of the Subscription Services.
- Use Restrictions. Customer shall not use the Subscription Services for any purposes beyond the scope of the access granted in these Terms of Service. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Subscription Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Subscription Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Subscription Services, in whole or in part; (iv) remove any proprietary notices from the Subscription Services or Documentation; or (v) use the Subscription Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
- Reservation of Rights. Company reserves all rights not expressly granted to Customer in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Company IP.
- Suspension. Notwithstanding anything to the contrary in these Terms of Service, Company may temporarily suspend Customer’s and any Authorized User's access to any portion or all of the Subscription Services if: (i) Company reasonably determines that (A) there is a threat or attack on any of the Company IP; (B) Customer's or any Authorized User's use of the Company IP disrupts or poses a security risk to the Company IP or to any other customer or vendor of Company; (C) Customer, or any Authorized User, is using the Company IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Company's provision of the Subscription Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Company has suspended or terminated Company's access to or use of any third-party services or products required to enable Customer to access the Subscription Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Company shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Subscription Services following any Service Suspension. Company shall use commercially reasonable efforts to resume providing access to the Subscription Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Company will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
- Aggregated Statistics. Notwithstanding anything to the contrary in these Terms of Service, Company may monitor Customer’s use of the Subscription Services and collect and compile Aggregated Statistics on an anonymized basis for Company’s legitimate business purposes, including for machine learning and testing, development, controls, and operation of the Services. As between Company and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may compile Aggregated Statistics based on Customer Data input into the Subscription Services. Customer agrees that Company may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information. Company will not, under any circumstances, sell Customer’s data.
6. Customer Responsibilities
General. Customer is responsible and liable for all uses of the Subscription Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of these Terms of Service. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of these Terms of Service if taken by Customer will be deemed a breach of these Terms of Service by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of these Terms of Service's provisions as applicable to such Authorized User's use of the Subscription Services and shall cause Authorized Users to comply with such provisions.
CUSTOMERS USING AN ORDER FORM
7. Term and Termination with an Order Form
- The initial term of the Subscription Services is outlined in the Order Form signed by Customer and Company. The term will renew in accordance with the Order Form.
- In addition to any other express termination right set forth in these Terms of Service:
- Company may terminate the Subscription Services, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than thirty (30) days after Company's delivery of written notice thereof; or (B) breaches any of its obligations under these Terms of Service or the Order Form;
- either Party may terminate the Subscription Services, effective on written notice to the other Party, if the other Party materially breaches these Terms of Service or the obligations set out in the Order Form, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach;
- either Party may terminate the Subscription Services, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; or
- Customer may choose to terminate the Subscription Services early at its convenience provided that, Company will not provide any refunds of prepaid fees or unused Fees, and Customer will promptly pay all unpaid fees due through the end of the Subscription Term. In order to terminate the Subscription Services early, Customer must provide written notice to the Company.
- Upon expiration or earlier termination of the Subscription Services, Customer shall immediately discontinue use of the Company IP and, without limiting Customer's obligations under 6, Customer shall delete, destroy, or return all copies of the Company IP and certify in writing to the Company that the Company IP has been deleted or destroyed. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
8. Fees and Payment With an Order Form
- Customer shall pay Company the fees ("Fees") as set forth in the Order Form without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (i) Company may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all costs incurred by Company in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days or more, Company may suspend Your and Your Authorized Users' access to any portion or all of the Subscription Services until such amounts are paid in full.
- Fixed Fee. The Fee described in the Order Form for Subscription Services will remain the same, constant fixed fee throughout the Initial Term unless one of the following occurs:
- Customer exceeds applicable limits to users or intake forms; or
- Customer adds products to the Subscription Services or upgrades their subscription tier from what is described in the Order Form
- At least thirty (30) days before the expiration the Initial Term, or if after a Renewal Term, the Term, Customer may renew their Subscription Services based on Company’s then-current pricing. If Customer does not renew their Subscription Services, either Party may terminate the Subscription Services at the end of the Initial Term or Term, as the case may be, by providing the other Party with Notice in accordance with these Terms of Service.
- All Fees and other amounts payable by Customer under these Terms of Service and the applicable Order Form are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Company's income.
- Customer agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of the Subscription Services with respect to matters necessary for accurately determining amounts due hereunder. Company may, at its own expense, on reasonable prior notice, periodically inspect and audit Customer's records with respect to matters covered by these Terms of Service, Order Form, and/or Subscription Services provided that if such inspection and audit reveals that Customer has underpaid Company with respect to any amounts due and payable during the Term, Customer shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 8(a). Customer shall pay for the costs of the audit if the audit determines that Customer's underpayment equals or exceeds ten percent (10%) for any quarter. Such inspection and auditing rights will extend throughout the Term of the Subscription Services and for a period of two years after the termination or expiration of the Subscription Services.
OUR SELF-SERVICE CUSTOMERS
9. Order Acceptance and Cancellation.
For Customers not using an order form, You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept any orders in our sole discretion.
You may cancel your Glimpse subscription at any time; however, there are no refunds for cancellation; if you cancel before the end of your billing cycle you have access to your subscription for the remainder of the billing cycle. In the event that Glimpse suspends or terminates your subscription or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your subscription, or for anything else.
10. Prices and Payment Terms.
All prices posted on this Site are subject to change without notice. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
Terms of payment are within our sole discretion, and unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept all major debit and credit cards for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.
11. Confidential Information
From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under these Terms of Service, including to make required court filings. On the expiration or termination of the Terms of Service, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms of Service for as long as such Confidential Information remains subject to trade secret protection under applicable law.
12. Intellectual Property Ownership; Feedback.
- Company IP. Customer acknowledges that, as between Customer and Company, Company owns all right, title, and interest, including all intellectual property rights, in and to the Company IP and, with respect to Third-Party Products, the applicable third-party Company’s own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
- Customer Data. Company acknowledges that, as between Company and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Company to fulfil the sole purposes of: (1) providing the Subscription Services to Customer; and (2) to improve Company’s services and software. Customer further grants Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
- Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the Company IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Company is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Company on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.
13. Limited Warranty and Warranty Disclaimer
- Company warrants that the Subscription Services will conform in all material respects to the service levels set forth in these Terms of Service when accessed and used in accordance with the Documentation. Company does not make any representations or guarantees regarding uptime or availability of the Subscription Services unless specifically identified in these Terms of Service. The remedies set forth in these Terms of Service are Customer's sole remedies and Company's sole liability under the limited warranty set forth in this Section 13(a). THE FOREGOING WARRANTY DOES NOT APPLY, AND COMPANY STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.
- THE COMPANY IP IS PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 13(a), COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE COMPANY IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SUBSCRIPTION SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
- Company Indemnification.
- Company shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Subscription Services, or any use of the Subscription Services in accordance with these Terms of Service, infringes or misappropriates such third party's US intellectual property rights, provided that Customer promptly notifies Company in writing of such Third-Party Claim, cooperates with Company, and allows Company sole authority to control the defense and settlement of such Third-Party Claim.
- If a Third Party-Claim is made or appears possible, Customer agrees to permit Company, at Company's sole discretion, to (A) modify or replace the Subscription Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Company determines that neither alternative is reasonably available, Company may terminate the Subscription Services, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
- This Section 14(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Subscription Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; (B) modifications to the Subscription Services not made by Company; or (C) Customer Data ; or (D) Third-Party Products.
- Customer Indemnification. Customer shall indemnify, hold harmless, and, at Company's option, defend Company from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms of Service, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Subscription Services in a manner not authorized by these Terms of Service; (iii) use of the Subscription Services in combination with data, software, hardware, equipment, or technology not provided by Company or authorized by Company in writing; or (iv) modifications to the Subscription Services not made by Company, provided that Customer may not settle any Third-Party Claim against Company unless Company consents to such settlement, and further provided that Company will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
- Sole Remedy. THIS SECTION 14 SETS FORTH CUSTOMER'S SOLE REMEDIES AND COMPANY'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SUBSCRIPTION SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL COMPANY'S LIABILITY UNDER THIS SECTION 14 EXCEED $1,000.
15. Limitations of Liability
IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE SUBSCRIPTION SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SUBSCRIPTION SERVICES, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT DAMAGES. IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE OR THE SUBSCRIPTION SERVICES UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO COMPANY UNDER THESE TERMS OF SERVICE OR SUBSCRIPTION SERVICES IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.
17. Compliance with the GDPR
- GDPR Compliance. We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. All information you provide to us is stored on our secure servers behind firewalls. Any payment transactions will be encrypted using SSL technology.
In the event of a data breach, we will notify you within 72 hours from when we first become aware of the breach, providing you with information related to the breach.
If you have any questions, please email us at firstname.lastname@example.org.
- European Union’s General Data Protection Regulation. For Customers that are located in the European Economic Area (“EEA”) or the United Kingdom (“UK”) these provisions supplement our general privacy policies. Our processing of personal data of people who are in the EEA is governed by the European Union’s General Data Protection Regulation (the “GDPR”). Our processing of personal data of people who are in the UK is subject to the Data Protection Act 2018, which incorporates the GDPR as the UK GDPR. This Notice refers to the GDPR and the UK GDPR collectively as the “GDPR”.
- Data Controller. The data controller for the Subscription Services is Double Point Partners LLC.
- Lawful basis for the processing. Generally, we process personal information provided by Customers through the Subscription Services or other interactions with us on the basis our legitimate interests in conducting our business. Where we ask for your consent, we process personal information on the basis of that consent. We may also process personal information on other bases permitted by the GDPR and applicable laws, such as when the processing is necessary for us to comply with our legal obligations.
- Categories of personal information. The categories of personal information that we process are described in these Terms of Service.
- Recipients of your personal information. We are the only recipients of your personal information and will not sell or share your data with any third-party.
- Retention period for personal information. How long we retain personal information varies according to the type of information in question and the purpose for which it is used. We delete personal information within a reasonable period after we no longer need to use it for the purpose for which it was collected (or for any subsequent purpose that is compatible with the original purpose). This does not affect your right to request that we delete your personal data before the end of its retention period. We may archive personal data (which means storing it in inactive files) for a certain period prior to its final deletion, as part of our ordinary business continuity procedures.
- The right to lodge a complaint with a supervisory authority. You have the right to file a complaint concerning our processing of your personal data with your national (or in some countries, regional) data protection authority. The EU Commission has a list here: http://ec.europa.eu/justice/article-29/structure/data-protection-authorities/index_en.htm. The data protection authority for the United Kingdom is the Information Commissioner’s Office (www.ico.org.uk).
- Absence of statutory or contractual requirement or other obligation to provide any personal data. Customers are under no statutory or contractual requirement or other obligation to provide personal information to us, but it will not be possible to receive communications from us or register for our events without doing so.
The GDPR requires us to provide certain information to you about your personal data, which we refer to in these Terms of Service as your personal information.
18. Mandatory Arbitration.
READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. In the unlikely event that Glimpse has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any Glimpse claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Service, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services ("JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in New York County, New York, unless you and Glimpse agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Glimpse from seeking injunctive or other equitable relief from the courts as necessary to protect any of Glimpse’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS TERMS OF SERVICE, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
- Publicity. Customer grants Company permission to use its name, logo, and any other identifying marks (“Customer Marks”) for Company’s client list and website for an indefinite term, even after the Subscription Services have terminated. Company may, but is not obligated to, use Customer Marks for its client list and website.
- Independent Contractor Status. In connection with the Subscription Services provided in accordance these Terms of Service, Glimpse is and will at all times remain an independent contractor. Under no circumstances shall Client look to Glimpse as an agent, joint venturer or partner of Client.
- Reliance on Information Posted. The information presented through the Subscription Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. THE DATA CONTAINED ON THE PLATFORM AND SUBSCRIPTION SERVICES IS BASED ON INFORMATION AND CONTENT OBTAINED BY GLIMPSE FROM THIRD PARTIES, INCLUDING ESTIMATIONS AND EXTRAPOLATIONS BASED ON SUCH DATA. GLIMPSE, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR THE ACCURACY OF THE SUBSCRIPTION SERVICES, PLATFORM DATA, OR ANY OMISSIONS OF DATA IN OR FROM THE SUBSCRIPTION SERVICES, PLATFORM, AND APPLICATIONS. GLIMPSE, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY BUSINESS CONDUCTED, DECISIONS MADE, OR ANY OTHER ACTION OR INACTION BY YOU OR YOUR ORGANIZATION AND ITS AFFILIATES, CUSTOMERS, PARTNERS OR PARTIES WITH WHOM YOU DO BUSINESS, WHETHER OR NOT BASED IN WHOLE OR IN PART ON THE SITE, PLATFORM OR APPLICATIONS OR ANY DATA ACCESSED THEREFROM BY YOU OR YOUR ORGANIZATION.
- Glimpse does not warrant that the Subscription Services, platform, applications, or access to and use of the Subscription Services will be uninterrupted or error-free, that defects will be corrected, or that the Subscription Services is free from viruses or other harmful code.
- Glimpse offers no warranty regarding the reliability of the performance of the Subscription Services or applications, including, without limitation, any warranty that the Subscription Services, will detect, block, or prevent viruses, spam, or other harmful or unwanted code or intrusions.
- You agree that Glimpse will not be held responsible for any consequences that may result from technical problems including, without limitation, in connection with the internet (such as slow connections, traffic congestion, or overload of our (or other) servers) or any telecommunications or internet providers.
- Nonhire. During the Term of the Subscription Services, neither party shall, without the other party’s prior written consent, hire or engage as an independent contractor, any employee of the other party when such employee remains employed by the other party contemporaneous with its service to the hiring party.
- Entire Agreement. These Terms of Service, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these Terms of Services and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms of Service, Order Form (if applicable), and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, these Terms of Service, (ii) the Order Form (if applicable); and (iii) third, any other documents incorporated herein by reference.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth in these Terms of Service, the Order Form (if applicable) (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section), or the address listed when your purchase the add-on. All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in these Terms of Service, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
- Force Majeure. In no event shall Company be liable to Customer, or be deemed to have breached these Terms of Service or Subscription Services, for any failure or delay in performing its obligations under these Terms of Service or Subscription Services, if and to the extent such failure or delay is caused by any circumstances beyond Company's reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- Governing Law; Submission to Jurisdiction. These Terms of Service is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York.
- Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These Terms of Service are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
- Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Subscription Services or any Customer Data outside the US.
- US Government Rights. Each of the Documentation and the software components that constitute the Subscription Services is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Customer is an agency of the US Government or any contractor therefore, Customer only receives those rights with respect to the Subscription Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.