ATTENTION: These terms and conditions (the “Agreement”) issued by Kaart Data, LLC and its affiliated entities (collectively, “Kaart Data”) and apply to the entire contents of this website (the “Site”), including, without limitation, all materials, content, products, services, software, data, databases, or information contained in or available through this Site (including, but not limited to, graphics, photos, sounds, music, scripts, files, audio, video, text, photographs, domain names, tagline, lay-out, interactive features, and user look-and-feel of this Site or other similar materials generated by Kaart Data, its licensors, or its suppliers) (collectively, “Materials”) and to any correspondence by e-mail between Kaart Data and you. Materials may include, but are not limited to, maps and map data, pictures, images, graphics, audio, video, geocodes and/or geocoded data, traffic incident information and/or data, and text.
“You” or “your” means the person(s) or entity accessing or using the Site and/or Materials or otherwise exercising rights under this Agreement. If you are accessing or using the Site and/or Materials on behalf of your company or organization, “You” or “your” refers to your company or organization (as applicable) as well.
Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages of this Site.
You should check this Site from time to time to review the then-current terms and conditions, and you agree that each visit you make to the Site shall be subject to the then-current terms and conditions. GPTSM reserves the right, in its sole discretion, to update, revise, supplement and to otherwise modify this Agreement, and to impose new or additional terms and conditions on your use of the Site from time to time. Such updates, revisions, supplements, modifications and additional rules, polices, terms and conditions (collectively, “Additional Terms”) will be effective immediately and incorporated into this Agreement as of the date of posting on the Site. Your continued use of the Site now or following modifications to this Agreement confirms that you have read, accepted, and agreed to be bound by such Additional Terms. If you do not agree to abide by this Agreement or any future Agreement, do not use or access, or continue to use or access the Site.
This Site may contain references to specific products and services of Kaart Data that may not be available or shall not become available at any time in a particular country.
You agree that this Agreement, combined with your act of using the Site and/or the services offered on or through the Site have the same legal force and effect as a written, negotiated agreement signed and agreed to by you in writing and satisfies any laws that require a writing or signature, including any applicable Statute of Frauds requirements. You further agree that you shall not challenge the validity, enforceability or admissibility of this Agreement on the grounds that it was electronically transmitted or authorized. In addition, you acknowledge that you have had the opportunity to print this Agreement.
User Name and Passwords: To obtain access to certain services through the Site, you may be given an opportunity to register with us. As part of any such registration process, you will select or be given a User Name and Password. You agree that the information you supply during that registration process will be accurate and complete and that you will not register under the name of, nor attempt to enter our site under the name of, another person. We reserve the right to reject or terminate any User Name that we deem offensive. You will be responsible for preserving the confidentiality of your Password and will notify us at email@example.com of any known or suspected unauthorized use of your account.
Connecting to the Site: You shall be solely responsible for providing, maintaining and ensuring compatibility with the Site, all hardware, software, electrical, and other physical requirements for your use of the Site, including, without limitation, telecommunications and internet access connections and links, web browsers or other equipment, programs, and services required to access and use the Site.
In order to use the Site, you must obtain access to the World Wide Web directly or through devices that access web-based content and pay any and all service fees associated with such access.
While Kaart Data attempts to ensure that this Site is regularly available, Kaart Data shall not be liable if for any reason if the Site is unavailable at any time or for any period. Access to the Site may be suspended temporarily and without notice in the case of system failure, maintenance or repair, or for reasons beyond Kaart Data’s control.
Price and payment: Prices indicated on the Site are exclusive of state and local sales and use taxes. You are responsible for any such state and local sales and use taxes, and any other taxes and government levies, if any, associated with an order. If state and local sales and use taxes are due, these amounts will be added to the sale price and your payment will be inclusive of those amounts. Shipping and handling charges (if any) will apply in addition to the sale price indicated on the Site and the applicable sales and use taxes. Prices are subject to change at any time but will not affect orders made prior to the date of the change.
All orders must be paid for through the payment service as made available by Kaart Data (“Payment Service”). In order to submit orders and use the Payment Service you must supply details of your preferred payment method, billing and shipping address (if applicable), and/or any other details necessary to complete the order. If, for whatever reason, collection through the Payment Service should fail, Kaart Data will invoice you by post or other method for the amount payable, which must be paid by certified check, money order, or credit card within fifteen (15) days from the date of invoice.
Unless otherwise stated, all fees are quoted in U.S. dollars. You are responsible for paying all fees and applicable taxes associated with our sites and services in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. This includes charging other payment methods on file with us, retaining collection agencies and legal counsel.
Delivery and risk of loss: Kaart Data will endeavor to deliver or activate an ordered product (“Product”) within thirty (30) days of order acceptance. If multiple Products are ordered, Kaart Data reserves the right to deliver or activate each Product separately. All Products are sold or licensed subject to an End User License Agreement (“EULA”). The EULA is included in the zip file downloaded after purchase – as well as provided on SD media or CD. To the extent that a Product does not include a EULA, this Agreement shall govern your use of the Product, and the word “Product” shall be substituted for the words “Site” and/or “Materials,” as applicable.
Products will be delivered either to your delivery address or possession, or electronically. The risk of loss or damage to the Products will pass to you at the moment they are delivered to your delivery address or possession. If you refuse or neglect to take delivery of the Products, Kaart Data reserves the right to charge you for the reasonable cost of storing the Products until delivery can be made.
If delivery to you should fail for any reason outside of Kaart Data’s control, Kaart Data reserves the right to cancel the purchase and refund any monies paid minus the shipping and handling costs and a ten percent (10%) processing fee.
If Kaart Data delivers a Product that you did not order or activates a Product on your device by mistake, you shall immediately inform Kaart Data of its mistake by email via firstname.lastname@example.org. In addition, you shall, at Kaart Data’s request, immediately arrange for the return of the Product (the costs of which shall be met by Kaart Data), and/or de-install or destruct the Product.
Acceptance of a non-ordered Product or amount of a Product does not relieve you from payment for the Product, unless otherwise agreed with Kaart Data.
RETURNS: Unless otherwise specified in an applicable EULA, the following applies. If you do not agree to the terms of this Agreement and/or the EULA that is provided with a Product (as applicable), you are not entitled to use the Product and you must press the “Cancel” button to decline the download or promptly exit the install program and do not install the Product. You must promptly return the unused Product, as well as the accompanying digital media, if any, and any other accompanying items to the place where you obtained them. If you obtained the Product directly from Kaart Data and if you have already paid for the Product, you may obtain a refund of the purchase price minus a ten percent (10%) processing fee in addition to shipping and handling charges provided that you do not use the Product. You must provide proof of purchase (e.g., a copy of your original sales receipt, credit card statement or canceled check). Kaart Data does not provide pre-paid shipping labels for return.
A Return Merchandise Authorization (RMA) number must be obtained prior to returning a Product. To obtain an RMA number, please contact Kaart Data’s Customer Service by phone at email@example.com, Monday-Friday, 9:00am-5:00pm MST. Please refer to the FAQ at http://kaartdata.com/faq before attempting to contact Kaart Data for any support.
Kaart Data will only accept returns on Products purchased directly from Kaart Data. The foregoing return policy does NOT apply if the Product is purchased from a Kaart Data authorized retailer, reseller, or affiliate. You must contact that retailer directly, and the return is governed by the retailer’s policies and terms.
YOU ACKNOWLEDGE THAT, ONCE YOU HAVE SUCCESSFULLY COMPLETED THE DOWNLOAD PROCESS OF THE PRODUCT, THE PRODUCT WILL BE AVAILABLE FOR YOUR USE, AND YOU DO NOT HAVE THE RIGHT TO CANCEL OR RECEIVE ANY REFUND UNLESS OTHERWISE SPECIFICALLY AGREED BY KAART DATA IN WRITING OR EXPRESSLY REQUIRED BY OPERATION OF APPLICABLE LAW. In the event that Kaart Data decides, in its sole discretion, to refund any amounts paid by you for a Product that you have already downloaded and/or accessed, Kaart Data may assess a processing fee of twenty percent (20%) of the purchase price in addition to shipping and handling charges.
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT OR REQUIRED BY OPERATION OF APPLICABLE LAW, KAART DATA SHALL HAVE NO OBLIGATION TO REFUND ANY AMOUNTS PAID BY YOU WITH RESPECT TO ANY PRODUCT.
All requests for refunds are subject to inspection by Kaart Data of the returned item. Kaart Data will issue refunds by issuing a credit to the credit card used to purchase the item. Kaart Data will not issue any refunds in response to requests made more than fourteen (14) business days following your receipt of the Product.
TERMINATION: Without limiting or prejudicing other rights or remedies, Kaart Data may limit, suspend, or terminate our service and user accounts, prohibit access to our sites (including the Site), and their content, services, Materials, and tools, delay or remove hosted content, and take technical and legal steps to keep users off the sites if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. In addition, if you breach any of the terms of this Agreement, your permission to use this Site automatically terminates. All provisions relating to payment obligations, confidentiality, indemnity, disclaimers, limitations of liability, proprietary rights, non-disclosure, and any provisions which by their nature extend beyond the termination or expiration of any license shall survive the termination of this Agreement. All other rights and obligations of the parties shall cease upon termination including, but not limited to, all licenses granted hereunder. Upon termination of this Agreement, you must immediately cease all use and delete all copies of the Materials. Kaart Data may require you to certify in writing that you have complied with this requirement.
OWNERSHIP: All rights in the product names, company names, trade names, logos, product packaging, and designs of all Kaart Data or third-party products or services, whether or not appearing in large print or with the trademark symbol, and the Materials, and the copyrights and intellectual property or neighboring rights therein belong exclusively to Kaart Data, its licensors and suppliers, or their respective owners and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark, copyright, patent, and other intellectual property laws.
The use or misuse of these trademarks or any Materials, except as expressly permitted herein, is expressly prohibited, and nothing stated or implied on the Site confers on you any license or right under any copyright, patent, trademark, or other intellectual property right of Kaart Data or any third party.
This Site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. PERSONAL USE ONLY. Kaart Data hereby grants you a nonexclusive, non-transferable, and limited license to view, access, and use the Site solely for your personal, internal, non-commercial, and informational purposes only, and not for benchmarking, sublicensing, resale, service bureau, time-sharing or other similar purposes.
Accordingly, but subject to the restrictions set forth in the following paragraphs, you may copy the Materials only as necessary for backup or archival purposes or use to (i) view them, and (ii) save them, provided that you do not remove any copyright or other notices that appear and do not modify the Materials in any way. You agree not to otherwise extract or reutilize any portion of the Site nor use, reproduce, create compilations or derivative works, publish, display, disclose, distribute, copy, modify, adapt, translate, disassemble, decompile, or reverse engineer any portion of the Site, and may not transfer or distribute it in any form, for any purpose, except to the extent expressly permitted by mandatory laws.
Except where you have been specifically licensed to do so by Kaart Data and without limiting the preceding paragraph, you may not (a) use the Materials with any products, systems, or applications installed or otherwise connected to or in communication with vehicles, or capable of vehicle dispatch, fleet management or similar applications. Without limiting the foregoing, you may only use the Materials in the form delivered by Kaart Data and they may not be subject to any further automated or systematic processing.
COPYING OR USE OF ANY PORTION OF THE SITE EXCEPT AS PERMITTED BY THIS AGREEMENT IS UNAUTHORIZED AND IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY OR USE ANY PORTION OF THE SITE WITHOUT PERMISSION OF KAART DATA, EXCEPT AS PERMITTED BY THIS AGREEMENT, YOU ARE VIOLATING THE LAW. YOU WILL BE LIABLE TO KAART DATA AND ITS LICENSORS FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.
If you wish to obtain interoperability information as permitted under the European Software Directive, you shall grant Kaart Data reasonable opportunity to provide such information on reasonable terms, including costs, to be determined by Kaart Data. Kaart Data permits you to use software provided by Kaart Data only in accordance with the terms of this Agreement.
We post legal notices and various credits on pages of the Site, which may not be removed even in your permitted copies. You may not remove these notices or credits, or any additional information contained along with the notices and credits. All rights not expressly stated herein are reserved by Kaart Data, and Kaart Data disclaims any and all implied licenses.
OTHER RESTRICTIONS: The use of any tools, programs, robotic algorithms, or products to automatically download or “spider” the Site or any of the pages of the Site infringes on Kaart Data’s and/or its licensors’ and suppliers’ intellectual property rights. You are strictly prohibited from using any such tools or products on or in connection with this Site.
As a condition of the license granted hereunder, you agree not to:
(b) download or copy any account information for the benefit of another merchant;
(c) collect or make any use of any product listings, descriptions, or prices;
(d) resell or make any commercial use of the Site or the Materials;
(e) reproduce, duplicate, copy, sell, resell or otherwise exploit the Site for any commercial purpose without express written consent of Kaart Data;
(f) make any derivative use of this Site or the Materials;
(g) frame the Site or any of the Materials into another website or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of Kaart Data without express written consent from Kaart Data;
(h) use any meta tags or any other “hidden text” utilizing the Kaart Data name or trademarks without the express written consent of Kaart Data;
(i) reproduce or store any part of the Site or Materials in connection with any other website or include any part of the Site or Materials in any public or private electronic retrieval system or service without prior written permission from Kaart Data;
(j) delete or revise any material or other information of any other user of the Site;
(k) disclose, harvest or otherwise collect information about others, including e-mail addresses, without their consent, or engage in any systematic extraction of data or data fields;
(l) take any action that imposes an unreasonable or disproportionately large load on the Site’s infrastructure, including but not limited to, consuming a disproportionate amount of CPU time, bandwidth, memory storage space, or any other system or network resource;
(m) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site;
(n) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatar’s or intelligent agents) to navigate or search the Site other than the search engine and search agents available from the Site and other than generally available third-party web browsers (e.g., Mozilla Firefox and Microsoft Internet Explorer);
(o) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Site or used in providing the services or Materials offered by the Site; or
(p) violate or attempt to violate the security of the Site, including, without limitation:
(ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(iii) attempting to interfere with service to any user, host, or network, or use the Site or the services provided through the Site in any manner that could damage, disable, overburden or impair any server, the networks connected to any server, or interfere with any other party’s use or enjoyment of the Site or its services; or
(iv) obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site.
Without limiting other remedies, Kaart Data may limit, suspend, or terminate our services and user accounts, prohibit access to our sites and their Materials, content, services, and tools, delay or remove hosted content, and take technical and legal steps to keep users off the sites if Kaart Data thinks that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies. Kaart Data also reserves the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue our sites, services, or tools.
Violations of system or network security may result in civil or criminal liability. In accordance with this Agreement, Kaart Data will investigate and work with law enforcement authorities to prosecute users who are involved in such violations.
If you wish to report a violation of this Agreement, please email firstname.lastname@example.org.
UPGRADES; UPDATES: This Agreement does not grant any rights to obtaining future upgrades, updates or supplements of the Site (together, “Updates”). If Updates are obtained or accessed, however, the use of such Updates is governed by this Agreement and the amendments that may accompany them and may be subject to additional payments and conditions. Kaart Data reserves the right, in its sole discretion and without incurring any liability or obligation to you, to update, improve, replace, modify or alter the specifications for, functionality of, or information and data included with all or any part of the Site or any of Kaart Data’s other products from time to time.
ACCESS: You are responsible for any applicable charges and fees associated with any data plan fees or other subscription charges or fees of any kind whatsoever that may be required by your carrier to access the Site.
The transmission of your user name, password or activation code to allow any person other than yourself to use the Site is expressly forbidden and failure to comply with this prohibition may result is the suspension or termination of the right to continue to use the Site.
DISCLAIMER OF WARRANTY: By using the Site, you assume the risk that the Site AND Materials may be inaccurate, incomplete, offensive, or may not meet your needs and requirements. Kaart Data expects that you will exercise caution, best practices and oversight in using the Site AND MATERIALS. The SITE IS provided to you “as is with all faults” and on an “as available basis” and you agree to use it at your own risk. Kaart Data, ITS LICENSORS, AND ITS SUPPLIERS (INCLUDING THEIR LICENSORS AND SUPPLIERS) DISCLAIM ANY guarantees, representations, or WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES, OR CONDITIONS OF ACCURACY, COMPLETENESS, EFFECTIVENESS, PERFORMANCE, MERCHANTABILITY, QUIET ENJOYMENT, QUIET POSSESSION, SYSTEM INTEGRATION, USEFULNESS, SATISFACTORY QUALITY, RELIABILITY, AVAILABILITY, WORKMANLIKE EFFORT, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, REASONABLE CARE AND SKILL, results to be obtained from the SIte or Materials, THAT TRANSMISSION TO OR FROM THE SITE AND ACCESS TO the Site will be uninterrupted or error-free, THAT DEFECTS WILL BE CORRECTED, OR AS TO THE OPERATION OF THE SITE. Further, Kaart Data cannot guarantee continuous or secure access to the Site, our other sites, services, or tools, and operation of our sites, services, or tools may be interfered with by numerous factors outside of our control.
THE MATERIALS AND ANY OTHER INFORMATION ON THE SITE ARE SUBJECT TO CHANGE WITHOUT NOTICE, AND KAART DATA DISCLAIMS ALL RESPONSIBILITY FOR THESE CHANGES. ANY AND ALL PRICING, DELIVERY, OR CONTRACT INFORMATION IS SUBJECT TO FINAL CONFIRMATION BY KAART DATA.
KAART DATA DISCLAIMS ANY RESPONSIBILITY FOR PRODUCT OR SERVICE ORDERING FUNCTIONS, ORDER FULFILLMENT OR COMPLIANCE OF PRODUCTS OR SERVICES WITH ANY MANUFACTURER’S WARRANTIES OR SPECIFICATIONS. KAART DATA CANNOT BE HELD RESPONSIBLE FOR THE MATERIAL CONTAINED ON THIRD PARTY SITES AND/OR RELATED SERVICES NOR DOES KAART DATA MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO THE SECURITY OF ANY INFORMATION YOU MIGHT BE REQUESTED TO GIVE TO THIRD PARTY SITES.
DISCLAIMER OF LIABILITY: YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND MATERIALS, AND Kaart Data, ITS LICENSORS, AND ITS SUPPLIERS (INCLUDING THEIR LICENSORS AND SUPPLIERS), and the officers, directors, employees, shareholders, LAWYERS, or agents of any of them DISCLAIM ALL LIABILITY FOR ANY LOSS, INJURY, OR DAMAGE RESULTING FROM USE OF THE SITE AND MATERIALS. ACCORDINGLY, AND TO THE furthest EXTENT PERMITTED BY LAW, Kaart Data, ITS LICENSORS, AND ITS SUPPLIERS (INCLUDING THEIR LICENSORS AND SUPPLIERS), and the officers, directors, employees, shareholders, Lawyers, AND agents of any of them SHALL NOT BE LIABLE TO YOU IN RESPECT OF ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE ACCESS OR USE OF THE SITE, OR THE ACCESS, USE, OR POSSESSION OF THE MATERIALS; OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS, SAVINGS, BUSINESS INTERRUPTION, OR ANY OTHER COMPENSATORY, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SITE OR MATERIALS, ANY DEFECT IN THE SITE OR MATERIALS, OR THE BREACH OF THESE TERMS OR CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT OR BASED ON A WARRANTY, EVEN IF Kaart Data, ITS LICENSORS, OR ITS SUPPLIERS (OR THEIR RESPECTIVE LICENSORS AND SUPPLIERS), OR the officers, directors, employees, shareholders, LAWYERS, OR agents of any of them HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE USE OF THE SITE. Subject to the foregoing, and notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein), the total aggregate liability of Kaart Data, its licensors, and its suppliers (and their respective licensors and suppliers), and the officers, directors, employees, shareholders, lawyers, and agents of any of them arising from or related to this Agreement or otherwise with respect to the Site or Materials, shall be limited to the greater of (a) the total fees actually paid by you for the access and use of the Site and/or Materials during the 12 months prior to the action giving rise to the liability, and (b) $100. Some states, territories and countries do not allow certain liability exclusions or damages limitations, so to that extent the above may not apply to you. If your use of the Site or Materials results in the need for servicing, repair or correction of hardware, software or data, you assume all costs thereof. THESE PROVISIONS ARE AN ESSENTIAL PART OF OUR BARGAIN.
SUPPORT: Kaart Data has no obligation to provide technical support. Kaart Data reserves the right to provide and terminate support services and/or any other related services applicable to the Site anytime without notice and/or in the event that the Site or Materials have become inoperable or incompatible with current operating systems, hardware, or other technologies. Your use of Kaart Data’s customer support is governed by the hours of operation, billing rates, and other terms and conditions set forth by Kaart Data, in its sole discretion, which are subject to change at any time.
WARNINGS: The Site may contain inaccurate or incomplete information due to the passage of time, changing circumstances, sources used, and the nature of collecting comprehensive geographic data, any of which may lead to incorrect results. The Site does not include or reflect information on – inter alia – neighborhood safety; law enforcement; emergency assistance; construction work; road or lane closures; vehicle or speed restrictions; road slope or grade; bridge height, weight or other limits; road or traffic conditions; special events; traffic congestion; or travel time.
DO NOT ENTER DATA OR USE THE CONTROLS OF A GPS DEVICE WHILE OPERATING A VEHICLE. IT IS DANGEROUS TO DO SO. PARK YOUR VEHICLE PRIOR TO USING THE DATA. KAART DATA TAKES NO RESPONSIBILITY FOR THE CONSEQUENCES OF ANY USE THAT IS INCONSISTENT WITH THIS WARNING OR THIS AGREEMENT.
CONFIDENTIALITY: At all times during the term of this Agreement and thereafter, you shall keep confidential and not disclose, directly or indirectly, and shall not use for your benefit or the benefit of any other individual or entity any Confidential Information of Kaart Data or any of its licensors or suppliers. “Confidential Information” means any trade secrets or confidential or proprietary information whether written, digital, oral, or other form which is unique, confidential, or proprietary to Kaart Data or its licensors or suppliers, including, but not limited to, the Materials, and any other materials or information related to the business or activities of Kaart Data which are not generally known to others engaged in similar businesses or activities. You acknowledge and agree that the Confidential Information was developed by Kaart Data at considerable time and expense by Kaart Data. You must return to Kaart Data any of its Confidential Information upon request and/or upon termination of this Agreement.
Without limiting the foregoing, to the extent that you are unable to completely assign all intellectual property rights in any User Disclosures to Kaart Data, you hereby grant Kaart Data a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, database, and any other intellectual property rights you have in the User Disclosures, in any media known now or in the future.
You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by you in connection your provision of any User Disclosures to Kaart Data. Any physical materials you submit to Kaart Data will become Kaart Data property and Kaart Data will have no obligation to return those materials to you or to certify their destruction.
YOUR REPRESENTATIONS: You represent and warrant that all information and materials provided to Kaart Data by you, including, without limitation, any User Disclosures or as part of any registration or subscription or to gain access to or use any services offered on the Site (i) will be in compliance with all applicable laws, rules, and regulations; (ii) will be current, true, accurate, complete, not misleading, not confidential property of others, and offered in good faith; (iii) do not and will not violate, misappropriate, or infringe any copyright, patent, trademark, trade secret, rights of privacy or publicity, or other proprietary or legal right of any third party or of Kaart Data; (iv) do not contain any unlawful, harassing, defamatory, tortious, libelous, sexually explicit, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind; and (v) do not contain viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines or engines that are intended to or may damage, destroy, disrupt or otherwise impair the operation of Kaart Data’s servers, computers or networks or a user’s account, computers, networks or device, or that are intended to or may detrimentally interfere with, surreptitiously intercept or expropriate any system, data information, or property of another, including, but not limited to, the Site.
You further represent and warrant that you will not use the Site (i) to transmit or relay spam, spoof or otherwise impersonate any person or entity, or falsely state or otherwise misrepresent your identity or affiliation in any way; (ii) for any fraudulent purpose or in violation of any applicable law, rule, or regulation; or (iii) in a manner prohibited by this Agreement.
If you become aware of any misuse of the Site by any user, please report such misuse to Kaart Data by email at email@example.com.
LINKING: If you would like to link to the Site, you may only do so on the basis that you link to, but do not replicate, the home page of the Site, and subject to the following conditions:
(a) you do not remove, distort or otherwise alter the size or appearance of the Kaart Data logo(s);
(b) you do not create a frame or any other browser or border environment around the Site;
(c) you do not in any way imply that Kaart Data is endorsing any products or services other than its own;
(d) you do not misrepresent your relationship with Kaart Data nor present any other false information about Kaart Data;
(e) you do not otherwise use any Kaart Data trademarks displayed on the Site without express written permission from Kaart Data;
(f) you do not link from a website that is not owned by you; and
(g) your website does not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
EXPORT CONTROL: You agree not to export from anywhere any part of the Site or any product thereof except in compliance with, an with all licenses and approvals required under, applicable export laws, rules and regulations including without limitation, the U.S. Export Administration Act.
GOVERNMENT END USERS: If the any portion of the Materials is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Materials are licensed with “Restricted Rights.” Utilization of the Materials is subject to the restrictions specified in the “Rights in Technical Data and Computer Data” clauses at DFARS 252.227-7013 and 252.227-7015 or the equivalent clause for non-defense agencies. The Materials are also classified as a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101. The Materials are licensed in accordance with this Agreement, and each copy of the Materials delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:
NOTICE OF USE CONTRACTOR (MANUFACTURER/SUPPLIER) NAME:
Kaart Data, LLC
CONTRACTOR (MANUFACTURER/SUPPLIER) ADDRESS:
Kaart Data, LLC, PO Box 189, Grand Junction, CO 81502.
This Data is a commercial item as defined in FAR 2.101 and DFARS 252.227-7015, as applicable, and is subject to the Agreement under which this Kaart Data was provided. © Kaartdata.com – All rights reserved. If the Contracting Officer, federal government agency, or any federal official refuses to use the legend provided herein, the Contracting Officer, federal government agency, or any federal official must notify Kaartdata.com prior to seeking additional or alternative rights in the Kaartdata.com Data.
INDEMNITY: You agree to indemnify, defend, and hold Kaart Data, its licensors, and its suppliers (including their respective licensors, suppliers, assignees, subsidiaries, affiliated companies, and the respective officers, directors, employees, shareholders, lawyers, agents and representatives of each of them) free and harmless from and against any liability, loss, injury (including injuries resulting in death), demand, action, cost, expense, or claim of any kind or character, including but not limited to attorney’s fees, arising out of or in connection with any use or access by you of the Site or otherwise arising out of this Agreement.
ENTIRE AGREEMENT: The terms and conditions in this Agreement constitute the entire agreement between Kaart Data (and its licensors and suppliers, including their licensors and suppliers) and you pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter.
GOVERNING LAW AND FORUM: This Agreement shall be construed and governed by the substantive laws of the State of New Jersey as they apply to agreements entered into and to be performed entirely within New Jersey between New Jersey residents, without giving effect to the conflict of laws provisions thereof. The United Nations Convention of Contracts for the International Sale of Goods shall not apply to this Agreement. You expressly consent to the jurisdiction and venue of the state and federal courts of Camden County, New Jersey, as the exclusive forum for all disputes concerning this Agreement, and each Party further agrees to institute any and all actions relating to this Agreement in such courts and hereby irrevocably waives any objections thereto, including on grounds of forum non conveniens.
SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions hereof shall be unaffected thereby and remain valid and enforceable as if such provision had not been set forth herein. The parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision.
Relationship of Parties: This Agreement will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between you and Kaart Data, and you will not represent to the contrary, whether expressly, by implication, appearance or otherwise. This Agreement is not for the benefit of any third parties, except as expressly set forth herein.
MISCELLANEOUS: No delay or failure by Kaart Data to exercise or enforce at any time any right or provision hereof will be considered a waiver thereof. No single waiver will constitute a continuing or subsequent waiver. No waiver, modification or amendment of any provision hereof will be effective against Kaart Data unless it is in a signed writing by Kaart Data. For purposes of this provision, a “writing” doesn’t include an email message and a signature doesn’t include an electronic signature. You may not assign your rights or obligations hereunder (including as a change of control) without the prior written consent of Kaart Data. Kaart Data may assign this Agreement, in whole or in part, at any time with or without notice to you. Subject to the foregoing, this Agreement will bind and inure to the benefit of the successors and permitted assigns of the parties. Kaart Data shall not be liable to you for a failure to perform any of its obligations under this Agreement during any period in which such performance is delayed due to circumstances beyond its reasonable control.
VOID WHERE PROHIBITED: Although the information on this Site is accessible worldwide, not all products or services discussed on the Site are available to all persons or in all geographic locations or jurisdictions. Kaart Data, its suppliers, and other advertisers on the Site each reserve the right to limit the provision of their products or services to any person, geographic area, or jurisdiction they so desire and to limit the quantities of any products or services that they provide. Any offer for any product or service made in the materials on this Site is void where prohibited.
TRANSLATIONS: The English version of this Agreement is the controlling version. Any translations are provided for convenience only.
TAKEDOWN OF MATERIAL: Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Sec. 512, Kaart Data has designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that this Site includes material that constitutes an infringement of your copyrighted work, you can notify Kaart Data’s Copyright Agent the following information:
(i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work;
(ii) a description of the allegedly infringed copyrighted work;
(iii) identification of the allegedly infringing material and where on this Site the allegedly infringing material is located;
(iv) your address, telephone number, and email address;
(v) a statement by you that you have a good faith belief that use of the infringing material on this Site is not authorized by the copyright owner, its agent, or the law;
(vi) a statement by you that the information you are providing in this notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
The above information should be sent to either:
Copyright Notice Legal Department
Kaart Data LLC
PO Box 189
Grand Junction, CO 81502
United States law provides significant penalties for submitting such a statement falsely.
Upon receipt of the written notification containing the information specified above Kaart Data may: (i) remove or disable access to the material that is alleged to be infringing; (ii) forward the written notification to such alleged infringer; and (iii) take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
FURTHER INFORMATION: If you have any questions regarding this Agreement or if you wish to request any information from Kaart Data, please use the contact information listed here:
Kaart Data LLC
PO Box 189
Grand Junction, CO 81502