Privacy Policy | Use Terms

DIGITAL MILLENNIUM COPYRIGHT ACT POLICIES AND PROCEDURES

This WebSite from which you were linked to this Digital Millennium Copyright Act Policy and Procedures (“Policy”) is owned and operated by GISTICS, Inc. It is our policy to respond to proper notices of alleged copyright infringement as provided under the United States Digital Millennium Copyright Act (17 U.S. C. §512, a copy of which can be found at the U.S. Copyright Office Web Site. This Policy describes the information that must be present in any such notice. GISTICS wants to make submitting a notice of alleged infringement to us with regard to the material posted on any of the WebSites which we own as clear as possible to reduce the number of notices we receive that are fraudulent or difficult to understand or verify. The form of notice specified below complies with the requirements of the DMCA for citizens of the United States, although we will endeavor to respond to similar-type notices from other jurisdictions as well.

Regardless of whether we may be liable for such infringement under United States law or the law of some other country, our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the person who posted the content so that they may make a counter notification. The proper form and use of a counter-notification by the provider of affected content is discussed below.

Infringement Notification

To file a notice of infringement with us, you must provide a written communication that sets forth all of the items specified below. Please note: you can be held liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content posted on a particular WebSite is infringing your copyrights. The amount of such damages can be very substantial. Accordingly, if you are not sure whether material available on our WebSite infringes your copyright, we suggest that you first contact an attorney.
We request that you use the following format for your request, including the same section numbers, as it tracks the requirements of the DMCA. This will assist us to process your request expeditiously.

We request that you use the following format for your request, including the same section numbers, as it tracks the requirements of the DMCA. This will assist us to process your request expeditiously.

• Identify in sufficient detail the copyrighted work that you believe has been infringed upon or other information sufficient to specify the copyrighted work being infringed. We need to be able to identify and locate the work you believe has been infringed. If, for example, it is a book, give us the title, author, publisher, and date of publication at a minimum. References to specific portions (if less that the whole work is involved) would also be helpful. If, for example, it is content published elsewhere on the web, please give us a valid link to the material.
• Identify the material on the specific GISTICS website that you claim is infringing the copyrighted work listed in item #1 above and that is to be removed or access to which is to be disabled. Please be as detailed as possible so that we can locate the material. Because GISTICS owns and operates many WebSites that link to this Policy, please also provide us with the URL of the particular WebSite and webpage(s) upon which the allegedly infringing material appears. If the material you claim is infringing is the result of a link on our site, please provide us with that link.
• Provide information reasonably sufficient to permit GISTICS to contact you (your address, telephone number and, preferably, your email address).
• You must include the following statement: “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law.”
• You also must include the following statement: “I declare under penalty of perjury that the information in this notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”
• You must sign the document with your physical or electronic signature.
• We strongly urge you to send your notice via regular mail or facsimile rather than by email. The requirements for an electronic signature can be complex. Unless you have a proper electronic signature from a recognized electronic signature vendor so that we can verify your identity, we will not recognize your notice. Please send your written communication to the following address:
• Emergency Removal RequestGISTICS, Inc.
  4171 Piedmont Avenue, Suite 210
  Piedmont, CA 94611
  E-mail: web@gistics.com
    

  OR fax to:
  (510) 450-0954, Attn: GISTICS Legal Support, DMCA Complaints

Counter Notification

The provider of affected content may make a counter notification to us pursuant to Sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. When we receive a counter notification, we may reinstate the material in question.

To file a counter notification with us, you must provide a written communication that sets forth all of the items specified below. Please note: you can be held liable for damages (including costs and attorneys’ fees) if you materially misrepresent that content posted on the WebSite is not infringing the copyrights of others. The amount of such damages can be very substantial. Accordingly, if you are not sure whether certain material available on our WebSite infringes the copyrights of others, we suggest that you first contact an attorney.

To expedite our ability to process your counter notification, please use the following format (including section numbers):

• Identify the specific material or content that GISTICS has removed or to which GISTICS has disabled access, and the location at which the material appeared before it was removed or access to it was disabled. Because GISTICS owns and operates many WebSites that link to this Policy, please also provide us with the URL of the particular WebSite and webpage(s) upon which the material previously appeared.
• You must provide your name, address, and telephone number. We also request that you provide us with your email address.
• You must include a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Alameda County, California if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) of the DMCA or an agent of such person.
• You must include the following statement: “I declare under penalty of perjury that I have a good faith belief that the material or other item of content identified above was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.”
• You must sign the document with your physical or electronic signature.
• We strongly urge you to send your counter notice via regular mail or facsimile rather than by email. The requirements for an electronic signature can be complex. Unless you have a proper electronic signature from a recognized electronic signature vendor so that we can verify your identity, we will not recognize your counter notice. Please send your written communication to the following address:

Please send your written communication to the following address:
GISTICS, Inc.

Attn: DMCA Counter Notification

4171 Piedmont Avenue, Suite 210

Piedmont, CA 94611

E-mail: info@gistics.com

OR fax to: 

(510) 601-0563, Attn: GISTICS Legal Support, DMCA Counter Notification

GISTICS.COM and WHAT’SYOURGOOGLESTRATEGY.COM PRIVACY POLICY AND TERMS OF USE AGREEMENT

http://www.gistics.com and http://www.whatsyourgooglestrategy.com (the “Websites”) warmly welcomes all potential users, contributors, experts, sponsors, and just the plain curious to this Concept-Market Website, created for all those interested in speeding their video assets to the web. This Website and URL are owned and operated by GISTICS, Inc., 4171 Piedmont Avenue, Suite 210, Oakland, CA 94611. We are dedicated to making this Website THE on-line destination for all persons who share our interest. We will accomplish this goal by providing the most extensive and thought provoking content available and a suite of services to build a user community.

We aim to provide an open forum for ideas, debate and learning, and to facilitate interaction between all components of the worldwide online video market. Participants are likely to come from the millions who comprise the rapidly-expanding video community, including industry professionals, academics, technical journalists, students, government officials and amateur enthusiasts.

Subject to certain legal constraints and the specific terms and conditions of this “Privacy Policy and Terms of Use Agreement” (hereinafter, this “Agreement”), we are making the Website a free portal where you can participate in our Community Services and upload and download Content. We can do this only because of the generosity of our Sponsors, who are major solution providers to this marketplace. This Website is a dynamic equilibrium between you and our Sponsors: in exchange for providing us and our sponsors with personal information about you—who you are, what you and your company are seeking/doing/planning, and where you are interested in driving this market-place—we will provide you with the information you need to make the decisions that are critical to the success of your enterprise. For free. We believe this to be a generous proposition, and hope you will accept our offer.

We understand that try as we might, not everyone will want their Personally Identifiable Information to be shared with our WebSite Sponsors in exchange for full and free participation and free downloads. Therefore, we give you choices about how you can participate in this Website. In lieu of our disclosing your PII to our Sponsors, you will be giving the opportunity to participate on a fee for services basis: you will have to pay us to register to become a User and participate in Community Services, as well as pay specific fees to download Content. You still will have to agree to all of the terms and conditions of this Agreement, as we will be collecting (but not disclosing) your PII, and your use of the WebSite must comply with our Terms of Use. This is more fully described hereinbelow in Section 2.2 of our Privacy Policy.

Please read this Agreement carefully. Once you have affirmatively indicated your acceptance of this Agreement by clicking on the “I Accept” button on the Website, you have created a legally binding agreement between you and GISTICS covering all of the provisions of this Agreement. If you do not agree with any of the provisions of our Privacy Policy and Terms of Use, please exit the Website. Your use of this Website in any way or capacity constitutes acceptance of this Privacy Policy and Terms of Use Agreement.

PRIVACY POLICY

1. WHEN AND HOW WE COLLECT INFORMATION

1.1. Personally Identifiable Information

For purposes of this Agreement, the term Personally Identifiable Information (“PII”) means any information about an individual that can be used to distinguish or trace an individual’s identity. PII includes, but is not limited to, not limited to: your name, company name, title and department in which you work, your industry group, address, phone number, fax number, e-mail address, and business plans of you or your company as they pertain to the video asset marketplace, and plans you or your company may have to purchase goods and/or services, and any other personal information which is linked or linkable to an individual. We generally collect PII as follows:

1.1.1. Registration

In order to access the Website and avail yourself of its free features and content, all prospective users of the WebSite must first accept all of the terms and conditions of this Agreement. Then you must complete our User Registration Application so that you may become a registered user of the WebSite (“Registered User” or “User”) and gain access to the WebSite. This Application will collect PII about you and your business. We want to be able to provide you with the best and most useful content and services, as well as offer you opportunities to obtain other products and services from our Sponsors.

We may also collect this kind of information under other circumstances, such as when you register for one of our events or register to use certain of our Community Services (like viewing special webcasts, downloading White Papers and subscribing to email newsletters). Potential users of the WebSite who wish to keep their PII from our Sponsors will also have to complete a User Registration Application so we can monitor compliance with other terms and conditions of this Agreement. However, upon payment of the fees provided for in such Application, such persons’ PII will not be disclosed.

Users also wishing to become Contributors to the WebSite will be required to complete our WebSite Contributor Registration Application, which must be approved by GISTICS before material can be submitted to be included as Content for the Website. 

Users also wishing to become certified as an Expert will similarly be required to complete our WebSite Expert Registration Application. In regard to both Applications, and with regard to any other form of registration that may be instituted for any other service or offering that we may provide on the Website, Users will generally be required to give us additional and more detailed PII so that we can confirm your eligibility for such classification and/or participation. In addition, we will require that all Users who become Experts identify themselves while on the WebSite by their given name rather than by an anonymous “handle” or “avatar.” Potential users of the WebSite who wish to keep their PII from our Sponsors will not be permitted to become Contributors or Experts.

1.1.2. Transaction Information

While generally access to our WebSite and Content is free for those who permit their PII to be disclosed to and used by our Sponsors, there may be circumstances when you order products or services from our Website for which there is a charge. In that case, and if you opt out from disclosing your PII to our Sponsors, you will be asked to complete a payment form that requests certain PII from you, including a credit card number and expiration date and general contact details.

1.1.3. Links to Other Site

In order to generate additional revenue so that the Community Services and Content on the WebSite can be provided to you for free, the WebSite may contain links to certain other sites that sell related products, such as Amazon.com. In some instances, we will share demographic information on our users with such sites, but again, this information is shared on an aggregate basis only. Please note that you may be required to register with a site that links to the WebSite in order to take advantage of that site’s services (for example, ordering a book through Amazon.com that was recommended on our WebSite). We cannot be responsible for the privacy practices of these sites; you should refer to these sites’ privacy policies for details.

1.2. Collection of Anonymous Information

We also collect information about you and your use of the WebSite that is not generally capable of being identified with you personally. This is done as follows:

1.2.1. We Use Cookies and Other Tracking Technologies

GISTICS logs IP addresses and browser types, but we do not link IP addresses to personally identifiable information. This means that, while a user’s session is tracked, the identity of that user remains anonymous. We also use these IP addresses to analyze trends, administer the site and gather broad demographic information for aggregate use.

Cookies are used for the same reasons. Cookies are small pieces of information stored on your computer’s hard drive that allow us to monitor what sort of content on the WebSite you find most interesting. By better understanding how you and our other users are using the WebSite, we can develop tools and customize content to personalize and improve everyone’s experience. We also use cookies to remember your passwords for you (so that you do not have to keep re-entering them each time you come back to the WebSite) and to better target that advertising on the WebSite that we think will be of most interest to you. Your privacy and security are not compromised when you accept a cookie from the WebSite because we do not use cookies to collect personal information. Please note, however, that advertisers on our site may also serve you their own cookies when you click through to their sites. We have no access to or control over these cookies once any of these third parties have been given permission to set cookies. This WebSite Privacy Policy covers the use of cookies by the WebSite only and does not cover the use of cookies by any other person or entity.

Of course, you can choose not to accept the cookie by adjusting your browser settings but, if you choose to do so, you may not be able to take full advantage of the Content on the WebSite, or participate in the Community Services.

1.2.2. Third Party Advertising and Our Sponsors

We may use third-party advertising companies (or the companies that serve up advertisements on their behalf) to track and store certain anonymous information about the Users of the WebSite. Additionally, we have authorized our Sponsors to use cookies and related technologies on our WebSite in connection with, for example, their advertisements and surveys. While GISTICS does not control this process or have access to the information gathered by these advertisers/Sponsors on the WebSite, we did want to make your aware of the practice.

Although different advertisers and Sponsors may collect different information, the information gathered generally includes such things as: (i) the anonymous cookie ID associated with the User’s computer; (ii) portions of the User’s Internet Protocol (IP) address that identify the User’s domain name and the general geographical area in which the User is located; (iii) the particular ad(s) viewed by the User and the date, time and duration of that viewing; and (iv) whether the User clicked on an ad (or any information within it). This anonymous tracking process is not supposed to reveal the User’s name, phone number, mailing address, e-mail address, or any other PII. Instead, the tracking system is designed merely to show the advertiser how and when the User’s computer moved to different ads on the site. Unless the User voluntarily provides personally identifying information, for instance, by requesting that he or she be sent specifications on a particular product or service, the personal identity of the User should remain unknown to the advertiser. We have no access to or control over this information once any of these third parties have been given permission to set cookies. This Privacy Policy covers the use of cookies by GISTICS only and does not cover the use of cookies by any other person or entity.

2. HOW WE USE THE INFORMATION

2.1. Free Access and Free Content

For Users who desire free access to the WebSite and all of its Community Services, as well as the ability to download free Content, the following provisions state how we will use your PII.

2.1.1. Generating Sales Leads
We use the Personally Identifiable Information that we collect to contact Users about services on our site for which they have expressed interest, and to inform our Sponsors and their affiliates of leads and/or other business opportunities. By providing this information to us you expressly consent to being contacted by us and/or by our Sponsors via phone, fax, email, mail or other reasonable means, at any of your contact numbers or addresses, in order that we may provide the services set forth on the WebSite, and that our Sponsors may have an opportunity to make you aware of their products and services. GISTICS’ agreement with the Sponsor: (a) provides that the Sponsor may use this information only to send you product information, to contact you via common methods of communication to assess your interest in its products and services; and (b) prohibits disclosure of this information to any third party other than agents of the Sponsor for the permitted marketing purposes set forth above. You should contact the Sponsor directly if you have any questions about their use of this information.

2.1.2. Qualification of Contributors and Experts

As part of registration processes described in Subsection 1.1.1 above, potential Users, Contributors and Experts can expect to be asked for certain Personally Identifiable Information (“PII”), including contact details, qualifications, and employment details. Disclosure of any such PII by a Contributor or Expert to GISTICS in any registration process shall be deemed to be a grant of permission by the relevant person to GISTICS to publish any such PII on the Website. GISTICS will use commercially reasonable efforts to ensure all PII published on the Website in respect of a Contributor or Expert is correct, but accepts no liability for any errors in that regard. If Contributors or Experts identify any errors in respect of their PII on the Website, GISTICS would appreciate prompt notification and will use commercially reasonable efforts promptly to make necessary corrections.

2.1.3. Use of Anonymous Information

As a general rule, the anonymous tracking information from each User is bundled with that of other users to create an overall usage summary for the ad(s) in question. This summary allows the advertiser better to evaluate the reach and effectiveness of its ads, both from a content and placement perspective; for instance, by analyzing how many “hits” a particular ad receives. However, please note that, in certain instances, the advertiser may also use the unbundled or individual results of this tracking to target specific products or service offerings to particular users based on their individual usage patterns.

2.2. For Users Not Wishing Disclosure to Sponsors

For Users who do not want their PII disclosed to our Sponsors, we will provide an alternative form of User Registration Application for you. Upon completion of that Application and payment of such fees as GISTICS may from time to time determine to charge you for access to the WebSite and to be able to download certain Content from the WebSite, your PII will not be disclosed to our Sponsors. We will, however, use your anonymous information as provided in Subsection 2.1.3 above.

3. PROTECTING YOUR INFORMATION 

3.1. Security

“Perfect security” does not exist on the Internet and GISTICS cannot guarantee security of information or that unauthorized access will not occur. However, we take all reasonable precautions when protecting your personal information. Servers that store personally identifiable information are located in a supervised and/or locked facility. Users’ personal information off line is restricted by our internal security procedures, and authorized access to such information is only provided to our employees and contractors who reasonably need the information for their areas of responsibility (for example, a billing clerk, a sales rep, a customer service representative or management).

Your information may be transferred to and maintained in whole or in part on computer networks that may be located outside of the state, province, country or other governmental jurisdiction in which you reside, and may be stored on equipment or in facilities leased or licensed from third parties.
If users have any questions, comments or suggestions about the security at the WebSite, Users can send an email to info@gistics.com.

3.2. Enforcement

In the event that GISTICS becomes aware that site security is compromised or nonpublic PII has been disclosed to unrelated third parties as a result of external activity, including but not limited to external security attacks, it will take reasonable measures which it deems appropriate, including but not limited to internal investigation and reporting, and notification to and cooperation with law enforcement authorities. Furthermore, if GISTICS becomes aware that a User’s PII has been disclosed in a manner not permitted by this Privacy Policy, GISTICS shall make reasonable efforts to notify the affected User, as soon as reasonably possible and as permitted by law, of what information has been disclosed, to the extent that GISTICS knows this information.

4. MISCELLANEOUS PROVISIONS

4.1. Limitations on Your Privacy

Though we strive to preserve user privacy, due to the existing regulatory environment, we cannot ensure that all of your private communications and other personally identifiable information will always remain confidential. By way of example, we may disclose PII when required by law wherein we have a belief that such action is necessary or advisable to comply with a judicial proceeding, court order, legal proceeding, process or investigation served on our business or this WebSite, or when we believe parties are misusing or attempting to misuse the WebSite or its services, including but not limited to violating the law, committing fraud, deception, theft, attempting to harm or divert our business, engaging in threatening or inappropriate behavior or threatening to place, or placing themselves or others in danger. You should also be aware that courts of equity, such as U.S. Bankruptcy Courts, might have the authority under certain circumstances to require us to share or transfer your information to third parties. Finally, although we strive to protect your privacy, third parties beyond our control may unlawfully intercept or access transmissions or private communications. Therefore, we do not promise, and you should not expect, that your personally identifiable information or private communications will always remain private.

4.2. Business Transitions

In the event GISTICS goes through a business transition such as a merger, being acquired by another company, or selling a portion of its assets, Users’ personal information will, in most instances, be part of the assets transferred.

4.3. Correcting/Updating/Deleting/Deactivating Personal Information 

If a User’s personally identifiable information changes (such as zip code, phone, email or postal address), or if a User no longer desires to access our WebSite, we provide a means to access, correct, update or delete/deactivate Users’ personally identifiable information. This can be done by emailing our Customer Support at info@gistics.com. Or, contact us by telephone or postal mail at the contact information listed set forth in Section 9.1 below. Please note that deleting your account information will not delete all of your contact information or other information contained on our systems, as much or all of this information will be retained to preserve records of our commercial relationship with you, or as required by law. Further, certain information may have already been provided to third parties as described herein.

TERMS OF USE

5. TERMS OF SERVICE

5.1. Acceptance of Terms

GISTICS may change the terms and conditions of this Agreement at any time. You will find notification of any such changes posted under the “Terms of Use” button on our Home Page. You will be responsible for regularly checking this area and for reviewing any such changes. In addition, each User’s use of particular Community Services (as defined below) may be subject to specific guidelines or rules (“Service-Specific Rules”) that may be posted throughout the WebSite from time to time and incorporated by this reference into this Agreement. A User’s use of the WebSite constitutes full acceptance of and agreement to the terms and conditions of this Agreement; if a user does not accept these terms and conditions, he or she is not granted rights to access or use this WebSite.

5.2. Registration

5.2.1. Types of Registered Users

In order to gain access to the WebSite, all potential users must first register and become Registered Users. Registration may be accomplished by any of the registration procedures shown on the WebSite. There are three types of Registered Users. Basic registration will entitle the User to access all portions of the WebSite, download Content, participate in forums, and the like.

Registered Users who desire to contribute and/or post material to the WebSite are invited to complete an additional Contributor Registration Application to become a Registered Contributor (“Contributor”) to the WebSite. To ensure the highest editorial standards, GISTICS may from time to time request information from persons submitting material, and reserves the right to reject any submitted material. Contributors can supply Content on-line by clicking through the various “submit Content links” located throughout the WebSite. All material submitted will be subject to the Content provisions of Article 6 of this Agreement.
Registered Users wishing to participate on the WebSite as an expert are invited to complete an Experts Registration Application to be qualify to become a Registered Expert (“Expert”). GISTICS will seek supporting documentation from you to confirm your qualifications, and reserves the right to reject any applicant.

5.2.2. Registration Obligations

By registering to use the WebSite under this Agreement, you certify to GISTICS that: (a) the information you have provided to GISTICS in order to register as a User, Contributor, and/or Expert is complete, accurate and current; (b) you will notify GISTICS within 15 days of any change in your information; and (c) that you will not share your User ID(s) and Password(s). Persons qualifying as Experts will be required to use their real name rather than a user name or avatar. If, after investigation, we have reasonable grounds to suspect that any User’s information is untrue, inaccurate, not current or incomplete, we may suspend or terminate that User’s account and prohibit any and all current or future use of the WebSite (or any portion thereof) by that User.

Each user specifies their own username and password upon completing the applicable registration process and is wholly responsible for maintaining the confidentiality thereof and wholly liable for all activities occurring thereunder. In the event that you become aware of or believe there has been any breach of the WebSite, such as the theft or unauthorized use of your User ID(s) and Password(s), you agree to notify GISTICS immediately.

GISTICS handles user Login/Registration Data in accordance with the GISTICS Privacy Policy.

6. HOW CONTENT ON THE WEBSITE IS TREATED

6.1. Grant of License

All documentation, information, postings, blogs, data text, software, music, sound, photographs, graphics, video, messages, emails, interviews, teleconferences, and all other materials of any sort, regardless of the form, provided on and through this WebSite by any Users (collectively referred to hereinafter as “Content”), whether publicly posted or privately transmitted, is hereby licensed to GISTICS as follows: For all Content, including, without limitation, patent and intellectual property rights in such Content, ideas, concepts, know-how and techniques, uploaded, submitted or otherwise made available by you on the WebSite or to GISTICS, you grant (or warrant that the owner of such rights has expressly granted) GISTICS a worldwide, unrestricted, royalty-free, fully paid up, irrevocable, perpetual, non-exclusive license to use, make, reproduce, import, compile, prepare derivative works of, publicly display, publicly perform, transmit, sell, distribute, sublicense, demonstrate, market, disclose, have made, offer for sale, lease, transfer or otherwise exploit such Content, and/or derivative works thereof, and authorize third parties to do any, some or all of the foregoing including, but not limited to, sublicensing others to do any, some or all of the foregoing indefinitely.
This grant does not transfer title to the Content or any copyright, trademark, patent or other intellectual or proprietary right.

6.2. Warranties, Indemnifications, and Notification by Content Providers

The party providing the Content warrants that it has the right to license the rights granted under this Agreement to use the Content, that it has obtained any and all necessary permissions from third parties to license the Content, and that use of the Content by GISTICS, Registered Users and/or Sponsors in accordance with the terms of this Agreement does not infringe the copyright of any third party, or violate any other law, including but not limited to trademark, patent, privacy, or breach any other agreement or license. The provider of the Content shall indemnify and hold GISTICS, Registered Users and Sponsors harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney’s fees, which arise from any claim by any third party of an alleged infringement of copyright or any claim implicating the warranty arising out of the use of the Content by GISTICS or any Registered User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this Agreement. The provider of the Content will notify GISTICS of any change in copyright status of the materials, as well as any privacy or data protection issues.

6.3. Restrictions Upon Content

GISTICS does not want to receive confidential information from you through this WebSite. ANY INFORMATION OR MATERIAL SENT TO THIS WEBSITE WILL BE DEEMED NOT TO BE CONFIDENTIAL. You acknowledge that you are responsible for the Content that you submit, and you, not GISTICS, have full responsibility for that Content, including its legality, reliability, appropriateness, originality, patent and copyright.

6.4. Warnings and Disclaimers Specifically Applicable to Content

GISTICS assumes no responsibility regarding the accuracy of the Content. Your use of this WebSite and any information offered here is at your own risk. All Services and information and downloads are provided on an “as is” and “as available” basis. Unless otherwise explicitly stated, the Content on this WebSite is provided “as is” and “with all faults.” GISTICS disclaims all express or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability or fitness for a particular purpose.

Much of the Content on this WebSite that you are permitted to download has been submitted by other Users, such as yourself. Thus, GISTICS is unable to makes any representations, warranties, conditions or guaranties whatsoever as to the quality, suitability, truth, accuracy or completeness of any of the Content contained on this WebSite. As a result, any questions you may have regarding such Content should be directed to the User who posted such Content. In no event will GISTICS or its Sponsors be liable for the accuracy or completeness of any Content posted on this WebSite.
Any Content downloaded or obtained from this WebSite is done at your own risk. It is up to you to take precautions to ensure that whatever you select for your use does not contain items such as viruses, worms or other items of a destructive nature. GISTICS provides no assurances that any problems with, or bugs in, the Content will be resolved. Except as otherwise expressly stated, by providing the Content, GISTICS does not grant any licenses to any copyrights, patents or any other intellectual property rights.

6.5. Use of the Content and other Services on the WebSite

The provisions of this Section set forth the terms and conditions of the license under which you may use the Content on the WebSite that has been posted by Users, as well as the material that has been posted by GISTICS and/or the WebSite Sponsors and specifically delineated as being downloadable by Users. Other text, images, marks, logos, compilations (meaning the collection, arrangement and assembly of information), and other proprietary information that has been posted on the WebSite by GISTICS and comprises the infrastructure of the WebSite is not covered by this license and is not subject to being downloaded. The license granted herein to each User is nonexclusive, personal to you, and nontransferable. GISTICS authorizes Users to display, download and print only the Content obtained through the WebSite subject to the following conditions: (i) you may only download and print the Content in limited quantities as may be reasonably necessary for your own personal, non-commercial, educational purposes; (ii) you many not use any automated process or software program to view, download, print or otherwise use the Content; (iii) you may not use any of the Content for the purpose of soliciting, for any service or product, companies or individuals that have information included on the WebSite; (iv) you may not modify the Content; and (v) you may not remove any copyright, trademark, or other proprietary notices that have been placed in the Content, and specifically, all displays or print outs of a White Paper posted by GISTICS must be marked “© GISTICS, Inc., 2005-2007. All rights reserved.” Except as expressly permitted above, you may not modify, copy, distribute, disclose, retransmit, sell, publish, or otherwise exploit any of the Content of this Website, or any portion of thereof.

Notwithstanding the limitations of the foregoing paragraph, you may, on an occasional and irregular basis, include insubstantial portions of Content from the WebSite in memoranda, reports and presentations, but only to the extent that such use constitutes “fair use” under applicable copyright and intellectual property law, provided that in each instance you include in all such memoranda, reports and presentations all copyright, trademark and other notices from the WebSite and the information used, original source attribution, and the phrase “Used with permission from GISTICS, Inc.” The foregoing exception does not include posting Content from the WebSite to newsgroups, mail lists, electronic bulletin boards, or any other on-line destination, which is strictly prohibited.

6.6. Your Rights and Obligations under the Digital Millennium Copyright Act

In facilitating the availability of Content for Users of the WebSite, as well as the various bulletin boards, blogs, and other forums, GISTICS is relying on the online service provider “safe harbor” protections under the Digital Millennium Copyright Act at 17 U.S.C. 512 (the “DMCA”). As such, GISTICS is required under the DMCA to expeditiously remove from its servers or disable access to Content where GISTICS learns or becomes aware that such Content infringes the copyright of a third party, and to terminate a User’s access to the WebSite when that individual infringes another’s copyright. GISTICS also has certain notification obligations to the affected User. For a fuller explanation of GISTICS’ responsibilities and obligations under the DMCA, and what specific steps you are required to take under the DMCA to preserve your rights should you believe that Content violates your copyright, please go to the DMCA Policies and Procedures.

7. USING THE WEBSITE

7.1. No Unlawful or Prohibited Use

As a condition of your use of the WebSite, you warrant to GISTICS that you will not use the WebSite for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the WebSite in any manner that could damage, disable, overburden, or impair the WebSite or interfere with any other User’s use and enjoyment of the WebSite. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Web Sites.

7.2. Links to Third Party Sites

The WebSite may contain links to other web sites (“Linked Sites”). The Linked Sites are not under the control of GISTICS and GISTICS is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. GISTICS is not responsible for webcasting or any other form of transmission received from any Linked Site. GISTICS is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by GISTICS of the site or any association with its operators.

7.3. Use of Community Services

The WebSite may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with other Users of the WebSite (collectively, “Community Services”). To the extent that you use the Community Services, you agree only to post, send, and receive messages and material that are proper and related to the particular Community Service. In furtherance thereof, you represent, warrant, and covenant that you will: (i) comply with the all policies promulgated by GISTICS; (ii) be solely responsible for your use of the Community Services and any messages, information, and materials provided by you; (iii) not advertise or offer to sell goods or services of any kind on any Community Service; and (iv) not upload, post, publish, or transmit any messages, information, or materials that (a) restrict or inhibit any other User from using and enjoying the WebSite, (b) are unlawful, threatening, abusive, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit, or indecent, (c) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law, (d) violate or infringe the rights of GISTICS or any other party (including but not limited to copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity), (e) constitute or contain false or misleading indications of origin or statements of fact, (f) contain software or any other commercial materials or information, or (g) contain any viruses or other harmful component. By way of example, and not as a limitation, you agree that when accessing the WebSite or using a Community Service, you will not:

• Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
• Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
• Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
• Advertise or offer to sell or buy any goods or services for any business purpose, unless such Community Service specifically allows such messages.
• Conduct or forward surveys, contests, pyramid schemes or chain letters.
• Download any file posted by another User of a Community Service that you know, or reasonably should know, cannot be legally distributed in such manner.
• Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of Content contained in a file that is uploaded or downloaded by you.
• Restrict or inhibit any other User from using and enjoying the Community Services.
• Violate any code of conduct or other guidelines that may be applicable for any particular Community Service.
• Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
• Violate any applicable laws or regulations.

GISTICS has no obligation to monitor the Community Services. However, GISTICS reserves the right to review materials posted on the WebSite or contained in a Community Service and to remove any materials in its sole discretion.

GISTICS reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in GISTICS’ sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Community Service. GISTICS does not control or endorse the content, messages, or information found in any Community Service and, therefore, GISTICS specifically disclaims any liability with regard to the Community Services and any actions resulting from your participation in any Community Service. Managers and hosts are not authorized GISTICS spokespersons, and their views do not necessarily reflect those of GISTICS

7.4. Modification of WebSite; Termination of Service

Without notice and without accepting liability to you in any regard, GISTICS may modify or discontinue the WebSite (or any part), including any associated service (whether temporarily or permanently). You may terminate this Agreement and your rights to use the WebSite at any time and without cause by notifying GISTICS of your decision to terminate your User Registration Agreement, provided however that no such termination shall act as a waiver of or relieve you from liability for any breach of this or any other Agreement existing at the time of such termination. Additionally, GISTICS may, in its sole and absolute discretion, and with or without notice, suspend your access to all or any part of the WebSite, or terminate this Agreement and thus your rights to use the WebSite, for any conduct or use (whether by you or anyone else having access under your User ID(s) and Password(s)) that GISTICS believes is a violation of this Agreement or for any other conduct or use that GISTICS believes is harmful to other Users, Sponsors, to the WebSite or the interests of GISTICS.

7.5. Your Exclusive Remedy

7.5.1. Regarding Use

GISTICS’ entire liability to you, and your sole and exclusive remedy, regarding the use of the WebSite shall be the replacement of a User ID(s) or Password(s) if a currently valid User ID(s) or Password(s) fails to allow access to the WebSite.

7.5.2. Regarding Disagreement

Your sole right with respect to any disagreement or dissatisfaction with (a) this Agreement, as modified from time to time; (b) any costs or charges you may have incurred for the use of the WebSite for whatever reason, (c) access to, use of, or performance of the WebSite and/or any Communications Services, or (d) any Content from or accessible through the WebSite or , is to terminate this Agreement as provided for in Section 3.4, and to refund any monies you may have paid GISTICS for access to or use of the Web Site.

8. DISCLAIMER OF WARRANTIES; LIABILITY; INDEMNIFICATION

8.1. Disclaimer of Warranties

8.1.1. “As Is”

GISTICS AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND/OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES, CONTENT AND GRAPHICS CONTAINED ON THIS WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES CONTENT AND GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. GISTICS AND/OR ITS SUPPLIERS/SPONSORS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD THERETO, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

8.1.2. Sole Risk

You expressly agree that your use of the WebSite is at your sole risk. GISTICS does not warrant that the WebSite will be uninterrupted or error free; nor does it make any warranty either as to the results that may be obtained from your use of the WebSite or as to the accuracy, reliability or completeness of any information, Content, software or merchandise that may be provided through the WebSite. No statement, information or advice, including, but not limited to, statements regarding capacity, suitability for use or performance, whether made by a GISTICS employee, reseller or other representative or otherwise, which is not contained in this Agreement shall be deemed to be a warranty by GISTICS for any purpose or give rise to any liability of GISTICS whatsoever, and you agree that you will not rely on any such statement, information or advice.

8.2. Limitation of Liability

8.2.1. No Liability

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL GISTICS OR ANY OF ITS SPONSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES THAT ARISE FROM LOSS OF ANTICIPATED REVENUE, LOSS OF INFORMATION OR MATERIAL OF ANY KIND, LOST PROFITS, LOSS OF BUSINESS AND INJURY TO PROPERTY, EVEN IF GISTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) THAT ARISE IN CONNECTION WITH OR RESULT FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE INCLUDING, BUT NOT LIMITED TO, YOUR RELIANCE ON ANY MATERIALS, CONTENT, INFORMATION, WEBSITES, SOFTWARE OR PRODUCTS OBTAINED ON THE WEBSITE, OR MISTAKES, OMISSIONS, INTERRUPTIONS, COMMUNICATIONS FAILURE, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, TROJAN HORSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, OR THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO YOUR RECORDS, PROGRAMS OR WEBSITES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE GISTICS WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS AS SET FORTH IN SECTION 7.5.

8.2.2. Potential Liability

If, notwithstanding the foregoing, GISTICS were to be held liable for damages, then regardless of the form of action (whether in contract, tort, breach of warranty or otherwise), in no event shall the maximum liability of GISTICS and the parties described in the next sentence (GISTICS’ “Related Parties”) exceed, either jointly or severally, the aggregate dollar amount paid by you to GISTICS in the twelve (12) months prior to the claimed injury or damage. All of the provisions of this section are also for the benefit of GISTICS’ directors, officers, shareholders, employees, affiliates, agents, third-party content providers, Sponsors, licensors and the like, and anyone else involved in creating, producing or distributing the WebSite, and each shall have the right to assert and enforce the provisions directly on their own behalf.

8.3. Indemnification by You 

You agree to defend, indemnify and hold harmless GISTICS and its Sponsors and any related parties from any claims and expenses, including reasonable attorney’s fees, related to any violation of this Agreement by your use of the WebSite, or in connection with the placement or transmission by you of any material on the WebSite except as expressly authorized in this Agreement.

9. MISCELLANEOUS

9.1. Notices

GISTICS may give notice to you by electronic mail, by a posting on the WebSite, or by conventional mail. Notice by GISTICS shall be effective on the date that GISTICS makes a good faith effort to reach you. You shall give notice to GISTICS as stated below. Notice by you shall be effective on the date that GISTICS actually receives the notice. 

Via e-mail: info@gistics.com

Via U.S. Mail: GISTICS, Inc.

4171 Piedmont Avenue, Suite 210

Oakland, CA 94611

9.2. Personal

This Agreement is personal to you, and you may not assign, transfer, or delegate your rights or obligations to anyone. This Agreement, your and GISTICS’ rights and obligations, and any disputes or disagreements regarding the WebSite will be governed by the laws of the U.S. and the State of California that govern contracts wholly entered into and wholly performed within California. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Any and all actions, disputes or controversies relating to the Agreement or the WebSite will be decided by the courts of the State of California and the U.S. Federal Courts located in Alameda County, California, and you consent to the jurisdiction and venue of those courts and irrevocably consent to the process document, delivered personally or mailed by certified or registered mail, return receipt requested, at the address set forth in your User Registration Application Agreement.

9.3. Irreparable Harm

You acknowledge that GISTICS will be irreparably harmed by any breach of this Agreement by you or by your unauthorized use of the WebSite and, further, that monetary damages may not be a sufficient remedy for such harm. You agree that GISTICS shall be entitled, without waiving any other rights or remedies and without further demonstration of irreparable harm or the inadequacy of monetary damages, to obtain injunctive or other equitable relief in the event of any breach of this Agreement by you or by your unauthorized use of the WebSite.

9.4. Miscellaneous

Use of the WebSite is unauthorized in any jurisdiction that does not give effect to all provisions of the terms and conditions contained herein, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and GISTICS as a result of this Agreement or use of the WebSite. GISTICS’ performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of GISTICS’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of the WebSite or information provided to or gathered by GISTICS with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and GISTICS with respect to the WebSite and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and GISTICS with respect to the WebSite. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish of the parties hereto that this Agreement and all related documents be drawn up in English.

© 2007, GISTICS, Inc. All rights reserved.