TERMS OF USE

(Last Revised October 1, 2010)

 

1.             INTRODUCTION AND ACCEPTANCE

Welcome! The Global Data Privacy Tool is an online service operated by MULTILAW Services Limited (herein known as "GDPT", "us", "we", or "our") through the website globaldataprivacy.com (the "Website"). These Terms of Use together with our Privacy Policy (which are available and incorporated by reference) apply to your use of our Website and the Global Data Privacy Tool (collectively, the "Services").

 

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES. BY USING ANY OF THE SERVICES (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION 13 BELOW. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT USE THE SERVICES.

 

2.             NO ATTORNEY-CLIENT RELATIONSHIP

(A)           The Services do not constitute legal advice. Moreover, any content made available to you through your use of the Services is not offered as legal or any other type of advice. You should not act or refrain from acting as a result of your use of the Services. Rather, you should seek appropriate legal or professional advice regarding your specific circumstances. YOUR USE OF THE SERVICES DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP BETWEEN YOU AND GDPT OR BETWEEN YOU AND ANY THIRD-PARTY.

(B)           You should not send us any confidential information. Sending confidential information to GDPT will not create an attorney-client relationship, and whatever you disclose to us will not be privileged or confidential.

3.           INTELLECTUAL PROPERTY

The Services, including the associated content (and any derivative works or enhancements of the same), and all intellectual property rights to the same, including, without limitation, all trademarks, service marks, trade names and trade dress that may appear in the Services are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title or interest in the Services or any associated content. Any rights not expressly granted in these Terms of Use are expressly reserved.

4.             ACCESS TO THE WEBSITE AND SERVICES; GRANT OF RIGHTS; RESTRICTIONS

(A)           It is our goal that the Services be available 24 hours per day, 7 days per week. However, there may be brief periods where the Website is down, the Services are unavailable, or both, whether for routine maintenance, to correct technical difficulties, or for some other reason beyond our control. Availability of the Services is subject to change at any time.

(B)           If you subscribe to the Services, you are granted a non-exclusive, non-transferable right to access and use the Services for internal business purposes. In certain instances, we may permit you to download or print content or both. In such a case, you may download or print (as applicable) such content, provided that you may not remove any copyright, confidentiality, proprietary rights notices, or authorship information contained on such content. Unless the applicable content contains Different Terms (as defined in Section 4(D) below), you may make and distribute copies of the downloaded or printed content within your organization for educational purposes. In addition, unless the applicable content contains Different Terms, if you are a professional services provider, then you may distribute a limited number of copies of such content in the course of providing professional services to clients, provided that you do not impose a license fee, royalty, or any other charge upon your clients other than to pass-through fees for the specific content (if any) charged to you by GDPT. Without limiting the generality of the foregoing, the rights granted to you hereunder do not grant you the right to commercially exploit the downloaded or printed content.

(C)           You acknowledge that you do not acquire any ownership rights by downloading or printing content made available through the Services. Except as expressly permitted in these Terms of Use, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit content that may be made available on the Website or through the Services for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. Notwithstanding the foregoing, to the extent permitted by applicable copyright law and not further limited by the Different Terms, you may make copies of and further distribute the content made available through the Services.

(D)          Usage of certain materials may be governed by different terms that are posted on, or in conjunction with, such materials (the "Different Terms"). To the extent there is a conflict between the rights granted in this Section 4 and such Different Terms, the Different Terms shall control.

5.             SUBSCRIBER REGISTRATION

(A) You must be a registered subscriber to access the Services. During registration, you will create a Login ID and Password. If you are subscribing on behalf of (or as employee of) an organization, then you may share your Login ID and password to access the Services with other employees of your organization. The use of your subscription is personal to you or your organization, as applicable. Except as permitted herein, you may not resell, assign, distribute, or otherwise transfer your subscription, your Login ID and password information.

(B) You agree to provide true, accurate and complete registration information, and, if such information changes, you will promptly update the relevant registration information. You are responsible for safeguarding and maintaining the confidentiality of your Login ID and Password. You are solely responsible for the activity that occurs under your Login ID and Password, whether or not you have authorized the activity. You agree to contact us immediately if you become aware of any breach of security or unauthorized use of your login information.

6.           FEES

(A)           The Services are subscription-based. When you subscribe to the Services, you agree to pay all applicable fees including, without limitation, any applicable taxes that we do not collect on your behalf. Your subscription will be automatically renewed and your credit card will be automatically charged on an annual basis for so long as you remain a subscriber. You acknowledge and agree that we are not required to send you any advance notice or confirmation that your credit card has been charged. If we are unable to charge a payment to your credit card or are otherwise unable to obtain payment for Services when due, then we reserve the right to immediately either suspend or terminate your access to the Services until we receive payment from you.

(B)           Current fees will be posted on the Website. We reserve the right to modify our fees at any time for any reason upon notice to you, including, without limitation, through posting on the Website or notification by email. Any increase in subscription fees will be prospective only, beginning with the next subscription period. Notwithstanding the foregoing, from time to time we may add certain offerings or services for which we may charge additional fees. We will not charge you for such additional offerings or services, without first obtaining your prior consent.

7.             SUBSCRIPTION CANCELLATION

You may cancel your subscription by providing written notice to us at agreements@globaldataprivacy.com . Subscription fees are prepaid in advance and are non-refundable. Notwithstanding the foregoing, you will be entitled to a pro-rata refund of fees paid for the remainder of the applicable subscription period if GDPT no longer offers the Services or if GDPT permanently deactivates the Website.

8.             YOUR REPRESENTATIONS, WARRANTIES, AND COVENANTS

You represent, warrant, and covenant that (a) you are at least eighteen (18) years old and (b) you will comply with all applicable federal, state, and local laws including, without limitation, copyright law.

9.             DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, GDPT, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, ANY PARENT COMPANIES, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, CONTENT PROVIDERS, SERVICE PROVIDERS, VENDORS, LICENSORS, MERCHANTS, RELATED COMPANIES, ADVISORY BOARDS, REPRESENTATIVES, AND SUPPLIERS (COLLECTIVELY THE "GDPT ENTITIES") DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING ANY: (1) WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, COMPLETENESS OF INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE SERVICES; AND (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

10.          LIMITATION ON LIABILITY

(A)           UNDER NO CIRCUMSTANCES SHALL THE GDPT ENTITIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF THE GDPT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES OR THESE TERMS OF USE WHETHER DIRECTLY OR INDIRECTLY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES AND, IF APPLICABLE, CANCEL YOUR SUBSCRIPTION.

(B)           NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF THE GDPT ENTITIES EXCEED THE GREATER OF (1) THE TOTAL PAYMENTS RECEIVED FROM YOU BY GDPT DURING THE TWELVE (12) MONTH PERIOD PRECEDING YOUR CLAIM, IF ANY; OR (2) $500.00. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY ACCESS OR USE OF THE SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

(C)           In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

11.          INDEMNIFICATION

You agree to indemnify and hold harmless GDPT and the GDPT Entities from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorney fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, or covenants made by you herein. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

12.          TERMINATION

(A)           These Terms of Use are effective until terminated by you or us by three (3) business days prior written notice. Upon termination, your subscription will automatically terminate and you must cease your use of the Website and Services. Subject to applicable law, we reserve the right in our sole discretion and at any time to suspend your subscription and/or block your access to the Services if we reasonably believe that you have violated the letter or spirit of these Terms of Use. You agree that we shall not be liable to you or any third party for any suspension of your subscription or for blocking your access to the Website or Services.

(B)           The provisions of these Terms of Use (which by their nature should survive the suspension or termination of your subscription or these Terms of Use) shall survive including, but not limited to:

(i)                           your provisions related to intellectual property ownership;

(ii)                          obligation to pay for services;

(iii)                         disclaimers;

(iv)                        limitations on liability;

(v)                         indemnifications; and

(vi)                        all of the miscellaneous provisions in Section 15.

 

We reserve the right in our sole discretion to delete any or all data files associated with your subscription upon cancellation or termination of your subscription.

13.          AMENDMENT

(A)           We reserve the right in our sole discretion and at any time to modify or discontinue any aspect or feature of the Services or to modify these Terms of Use. Modifications to these Terms of Use will be effective upon three (3) business days notice, either by posting on the Website, or notification by email or conventional mail. It is your responsibility to review the Terms of Use from time to time for any changes. Your access and use of the Services following any modification of these Terms of Use will signify your assent to and acceptance of the same. If you object to any subsequent revision to these Terms of Use, you may cancel your subscription as provided in Section 7.

(B)           If a dispute arises out of or relates to the Services or these Terms of Use or their breach, the parties agree that the Terms of Use in effect at the time the dispute arose shall apply to the dispute, including any amendments to the Terms of Use posted prior to the dispute arising. No amendments to the Terms of Use shall apply to any dispute as to which we had notice prior to posting the amendment.

14.          THIRD PARTY CONTENT AND LINKS.

(A)           Third-party content may be provided through the Services. Such third-party content represents the opinions and judgments of the third-party. We do not endorse, warrant, and are not responsible for the accuracy, timeliness, completeness, or reliability of any opinion, advice, or statement that may be made in such third-party content and expressly disclaim any and all representations and warranties, whether express or implied, with respect to the same.

(B)           Links to other websites are provided for your convenience and reference only. For instance, we may include links to government or government-endorsed sources for your reference. We have no control of these sites, and are not responsible for their content. Further, we do not endorse and are not responsible for the content available on these sites. Please be aware when you travel from the Website to another website, whether through links provided or otherwise, you will be subject to the privacy policies (or lack thereof) of these sites. We caution you to use good judgment and to determine the privacy policy of these sites before you provide any personal information.

15.          MISCELLANEOUS

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. If any provision of these Terms of Use is held to be invalid or unenforceable, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. These Terms of Use (including the Privacy Policy incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without notice. You consent to receive communications from us electronically. You agree that we have the right to communicate with you by email or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. These Terms of Use shall be construed in accordance with the laws of the State of Ohio without regard to its conflict of laws rules. Any legal proceedings against us that may arise out of, relate to, or be in any way connected with the Services, or these Terms of Use shall be brought exclusively in the state and federal courts of Hamilton County, Ohio, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.