Gimlet Terms of Use

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING GIMLET. BY CLICKING ON THE "I AGREE TO THE GIMLET TERMS OF USE" CHECKBOX ANYWHERE ON THIS WEBSITE, YOU AGREE TO BECOME BOUND BY ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK ON THE "I AGREE TO THE GIMLET TERMS OF USE" CHECKBOX AND YOU WILL NOT HAVE ANY RIGHT TO USE GIMLET. YOUR USE OF THIS SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS AND CONDITIONS.

This website, GIMLET.US ("Gimlet" or the "Site"), is owned and operated by Sidecar Publications, LLC ("Sidecar", "we," or "us"), a Wisconsin limited liability company. Gimlet is intended for use by persons and entities wishing to develop, maintain, and analyze searchable knowledge bases of information (the "Services"). Gimlet is accessed by you ("User" or "you") subject to the terms and conditions contained in this agreement (the "Agreement").

Access

Subject to the terms and conditions of this Agreement, Sidecar may offer to provide Gimlet and the Services solely for your own use and not for the use or benefit of any third party. Sidecar may change, limit, suspend or discontinue the Services at any time. Sidecar reserves the right, at its discretion, to modify the terms and conditions contained in this Agreement (including, without limitation, changing the amount of the fees charged and imposing limits on use, access, and storage) at any time by sending you a notice via e-mail and posting a notice to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. Your continuing use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

If you are an individual (i.e., not a corporate entity), you hereby certify to Sidecar that you are of legal age to enter a binding contract with Sidecar and that you are not barred from receiving the Services under the laws of the United States or other countries including, without limitation, the country in which you are resident or from which you use the Services. If you are under thirteen (13) years old, you may not use the Site. If you are under eighteen (18) years old, you may use the Site only with the consent and under the supervision of a parent or legal guardian. You hereby certify that you are legally permitted to use the Services and access the Site, and that you shall take full responsibility for such use and access.

This Agreement is void where prohibited by law, and in such jurisdictions, your right to access the Site is revoked. Sidecar makes no claim that Gimlet may be lawfully used outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk, and you are solely responsible for compliance with the laws of your jurisdiction. Sidecar will use reasonable efforts to ensure that the Site and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Sidecar to minimize such disruption where it is within Sidecar's reasonable control. You shall be solely responsible for obtaining and maintaining any equipment or ancillary services needed to access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, internet connections, and telephone services. You shall be solely responsible for ensuring that such equipment or ancillary services are compatible with the Site and Services.

Registration and Account Security

As a condition to using Gimlet, you will be required to register with the Site and select a username and password. You shall provide the Site and Sidecar with accurate, complete, and updated registration information, including your e-mail address. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (a) select or use as a username a name of another person with the intent to impersonate that person; or (b) use as a username a name subject to any rights of a person other than you without appropriate authorization. You shall be responsible for maintaining the confidentiality of your password to the Site. You are solely responsible for any use of or action taken under your account and accept full responsibility for all activity conducted through your account and agree to and hereby release the Site and Sidecar from any and all liability concerning such activity. You agree to notify Sidecar immediately of any actual or suspected loss, theft, or unauthorized use of your account or password. The Site will take reasonable security precautions when using the internet, telephone or other means to transport date or other communications, but expressly disclaims any and all liability for the accessing of any such data communications by unauthorized persons or entities.

Account Levels and Fees

Upon completing account registration, you shall be provided with one Gimlet-powered site ("Your First Site") including a searchable knowledge base, tagging, management of statistical categories, and unlimited users ("Basic Features"). You may add reports and charts of statistical information ("Advanced Features") to Your First Site at a rate of ten dollars ($10) per month, payable as described below. Additional sites beyond Your First Site shall be available at a rate of ten dollars ($10) per month per site, payable as described below. Each additional site after Your First Site shall include Basic Features and Advanced Features. If one site under your Account has Advanced Features, then all sites under your Account shall have Advanced Features. Thus, if you add a second site with Advanced Features, Your First Site shall concurrently be upgraded to include Advanced Features (unless Your First Site has already undergone such an upgrade).

Payment

Payments shall be made on a monthly basis via MasterCard, Visa, American Express, or Discover credit cards. Sidecar shall automatically bill the provided you card each month. You may add, change, or cancel your billing information at any time.

Refunds

If your access to Gimlet is disrupted due to maintenance, upgrades, emergency repairs, or any other reason within Sidecar's reasonable control, you may request a refund equal to a pro-rata portion of the monthly fee for all Gimlet services disrupted. Sidecar shall issue this refund within ten (10) business days of receipt of your request. Sidecar may issue other refunds to you at Sidecar's sole discretion.

User Content and Site Content

You own the materials developed, contributed, or posted by you to the Site ("User Content"). All other materials displayed on the Site ("Site Content") are the property of Sidecar and/or third parties and are protected by United States and international copyright laws. You shall abide by all copyright notices, information, and restrictions contained in any Site Content. Except as expressly provided in this Agreement, you may not copy, modify, publish, transmit, upload, distribute, perform, display, participate in the transfer or sale of, reproduce, or create derivative works based on, any of the Site Content, software, materials, or Services in whole or in part, except for your User Content. As between you and Sidecar, you own and retain sole and exclusive right, title and interest in and to all of your User Content.

You may request your User Content at any time by e-mail to support@gimlet.us. Gimlet shall send you your User Content, in XML, no later than ten (10) business days after receipt of such a request.

In the event you download software from the Site, the software, including any files incorporated in or generated by the software (collectively, the "Software") is licensed to you by Sidecar or third party licensors for your own use, and no other interest in or title to the Software shall be transferred to you. Sidecar or third party licensors retain full and complete title to the Software and all intellectual property rights therein.

You represent, warrant, and agree that you will not contribute any User Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless you own the trade secret or have the owner's permission to post it, (c) infringes any intellectual property right of another or on the privacy or publicity rights of another, (d) is libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) contains a virus, trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information , or (f) remains posted after you have been notified that such User Content violates any of sections (a) to (e) of this sentence.

Sidecar reserves the right to remove any User Content from the Site, suspend or terminate your right to use the Services at any time at its discretion, or pursue any other remedy or relief available to Sidecar and/or the Site under equity or law for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if Sidecar is concerned that you may have breached the immediately preceding sentence ). You are responsible for all Content posted or developed under your account, including Content contributed by any third party whom you have authorized to post Content under your account.

Any comments, suggestions, or feedback relating to the Site or the Services (collectively "Feedback") submitted to Sidecar shall become the property of Sidecar or its designee. Sidecar will not be required to treat any Feedback as confidential. Sidecar will not be liable for any ideas (including without limitation, product, Site or advertising ideas), nor will Sidecar incur any liability as a result of any similarities that may appear in our future Site, Services, or operations. Without limitation, Sidecar will have exclusive ownership of all present and future existing rights to the Feedback of every kind and nature everywhere. We will be entitled to use the Feedback for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Feedback. You acknowledge that you are responsible for whatever material you submit, and you, not us, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

Restrictions on Account Usage

You are responsible for all of activity associated with your account in connection with the Services and accessing the Site. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to the Services or to access the Site. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Gimlet user.

Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited. Under no circumstances will you use the Site or the Service to (a) send unsolicited e-mails, bulk mail, spam or other materials to users of the Site or any other individual, (b) harass, threaten, stalk or abuse any person or party, including other users of the Site, (c) create a false identity or to impersonate another person, or (d) post any false, inaccurate or incomplete material or delete or revise any material that was not posted by you or others you have authorized to post Content under your account.

Disclaimer of Warranties

ALTHOUGH SIDECAR WILL MAKE REASONABLE EFFORTS TO STORE AND PRESERVE THE MATERIAL RESIDING ON THE SITE, NEITHER SIDECAR NOR THE SITE IS RESPONSIBLE OR LIABLE IN ANY WAY FOR THE FAILURE TO STORE, PRESERVE OR ACCESS CONTENT OR OTHER MATERIALS YOU TRANSMIT OR ARCHIVE ON THE SITE. THE SERVICES, CONTENT, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SIDECAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE, THE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SITE OR SERVICES WILL (A) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, (D) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE FULLEST EXTENT ALLOWED BY LAW, SIDECAR DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL OR SERVICES PROVIDED ON THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT SIDECAR IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE; (2) DOWNLOADING INFORMATION CONTAINED ON THE SITE; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THAT RESULTS FROM THE UPLOAD, DOWNLOAD OR STORAGE OF USER CONTENT; (4) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY CONTENT FROM THE SITE, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM.

YOU AGREE THAT NEITHER SIDECAR NOR THE SITE WILL BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SITE, THE SERVICES, OR USER CONTENT.

Third Party Websites

Users of the Site may gain access from to third party websites via hyperlinks posted on the Site. Third party sites are not within the supervision or control of Sidecar or the Site. Unless explicitly otherwise provided, neither Sidecar nor the Site make any representation or warranty whatsoever about any third party site that is linked to the Site, or endorse the products or services offered on such site. Sidecar and the Site disclaim: (a) all responsibility and liability for content on third party websites and (b) any representations or warranties as to (i) the security of any information (including, without limitation, credit card and other personal information) you might be requested to give any third party, and (ii) the functionality of third party sites if you export User Content onto them. You hereby irrevocably waive any claim against the Site or Sidecar with respect to such sites and third party content.

Indemnification

You will indemnify and hold Sidecar, its directors, officers and employees (the "Sidecar Indemnified Parties"), harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your access to the Site, use of the Services, your violation of this Agreement, or the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity.

Limitations on Liability

IN NO EVENT SHALL SIDECAR, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR MEMBERS BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, USER CONTENT OR OTHER INTANGIBLES; (C) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; OR (D) DAMAGES RELATED TO DOWNLOADING OR POSTING CONTENT.

Termination

Either party may terminate this Agreement at any time by canceling the account or notifying the other party by any other means. Sidecar may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of this Agreement, your right to use the Services and access the Site will immediately cease. Upon termination, Sidecar shall issue to you a refund equal to a pro-rata portion of the monthly fee for all Gimlet services terminated. Sidecar shall issue this refund within ten (10) days of termination. You may request the return of your User Content at the time of termination. Gimlet shall send you your User Content, in XML format, no later than ten (10) business days after receipt of such a request.

Survival

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability. Termination shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which you otherwise may have to Sidecar or the Site, including without limitation any indemnification obligations contained in this Agreement.

Entire Agreement

This Agreement, as modified from time to time, constitutes the entire agreement between you and Sidecar with respect to the Site. This Agreement replaces all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof.

Waiver of Rights

The failure of either party to exercise any right provided by this Agreement shall not be deemed a waiver of any right.

Assignability

This Agreement is not assignable, transferable or sublicensable by you except with Sidecar's prior written consent. Sidecar may assign this Agreement in whole or in part at any time without your consent or notice.

No Special Relationship

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and you do not have any authority of any kind to bind Sidecar in any respect whatsoever.

Notices

Any notice to the Site that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when delivered either (a) via e-mail to legal@ridesidecar.com or (b) in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to:

Sidecar Publications, LLC 121 North 6th Street Madison, WI 53704

Choice of Law and Forum

This Agreement is governed by the laws of Wisconsin, without regard to conflict of law principles. Any litigation hereunder shall be brought in the State and Federal courts located in Madison, Wisconsin. The parties to this Agreement hereby consent to the venue and jurisdiction of those courts.

Attorney's Fees

In any litigation, arbitration, or other proceeding by which one party seeks to enforce its rights under this Agreement, the party receiving injunctive relief or the greater sum of damages will be awarded actual reasonable attorneys' fees, together with any costs and expenses, incurred in connection with any such dispute or proceeding or to enforce the final judgment.

Severability

If any term, covenant, or condition of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each and every remaining term, covenant, or condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

Headings

The section headings contained in this Agreement are for convenience only and are not to be construed as modifying or governing any language in this Agreement.