GroundBooth Software, Inc. Terms of Service

These Terms of Service govern your access to and use of GroundBooth Software, Inc.'s ("GBSI") GroundBooth.com website (the "Site" or "GB"), any information, text, graphics, or other materials created and/or provided by GBSI and appearing on the Site (the "Content"), Data (as defined below) and any services and/or software provided through the Site or by GBSI (the "Services"). These Terms of Service limit GBSI's liability and obligations to you, grant GBSI certain rights and allow GBSI to change, suspend or terminate your access to and use of the Site, Content, Data and Services. Your access to and use of the Site, Content, Data and/or Services are expressly conditioned on your compliance with these Terms of Service. By accessing or using the Site, Content, Data and/or Services you agree to be bound by these Terms of Service.

YOU UNDERSTAND THAT BY CLICKING THE "I have read and agree" CHECKBOX ON THE REGISTRATION PAGE AND BY USING YOUR ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, CONTENT, DATA OR SERVICES. IF YOU AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT BUSINESS TO THESE TERMS OF SERVICE AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU " AND "YOUR" WILL REFER AND APPLY TO THAT BUSINESS.

Consent to Access Your Content

BY UTILIZING THE SITE, CONTENT, DATA AND/OR SERVICES, YOU CONSENT TO ALLOW GBSI TO ACCESS THE CONTENT YOU PROVIDE TO OUR SERVERS WITH NO EXCEPTION.

Data

"Your Data" or "User Data" (collectively, the "Data") as used in this Agreement means the information that you or other users upload or provide, download and access through the Site and Services. You are solely responsible for your conduct and the content of Data you provide, as well as any of the content contained in your communications with other GBSI users, including but not limited to Chats (as defined below). GroundBooth owns, without question, the content, data, notes, and files you save, upload and/or cause to exist within our servers. See below for more information regarding GroundBooth's copyright ownership rights of content existing the website.

GBSI allows you to share some or all of Your Data. If you choose to, you can share all or some of Your Data with study groups you belong to, or with specific individuals who you have selected to be your friends. If you decide to share Your Data, you are giving certain legal rights, as explained below, to those individuals who you have given access to Your Data.

GBSI does not claim any ownership rights in Your Data. You acknowledge that GBSI does not have any obligation to monitor the Data or Chats that are uploaded, posted, submitted, linked to or otherwise transmitted using the Site or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Data or anything said, depicted or written by users in their Chats, including without limitation, any information obtained by using the Site or Services. GBSI does not endorse anything contained in the Data or Chats or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against GBSI with respect thereto.

Your Shared Data

While you own the content contained in Your Data, data that is shared is available to those users to whom you grant access including members of study groups you are a member of and/or friends. By sharing Your Data, you agree and acknowledge that GBSI has no responsibility or obligation to monitor or notify of you of any non-compliance related to the rights or license you may choose to grant to other users who have access to Your Data which is shared, if any, and that GBSI has no responsibility to enforce or police, or aid you in enforcing or policing, the terms of the license(s) or permission(s) you have chosen to offer.

Your Responsibilities

You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses associated with Your Data, whether shared or otherwise. Please note that eliminating sharing privileges to all or portions of Your Data does not revoke the license granted to those individuals who previously accessed that Data.

You should also be aware that Data may be protected by intellectual property rights which are owned by the GBSI user whose Data has been shared with you and which you have consumed and utilized. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the content(s) (either in whole or in part) of another user's shared Data unless you have been specifically told that you may do so by the rightful owner of that Data, in a separate agreement.

You acknowledge and agree that you should not rely on the Site, Content, Data and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the Site, Content, Data or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site, Content, Data and/or Services.

Account Security

You are responsible for safeguarding the password that you use to access the Site, Content, Data and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify GBSI of any unauthorized use of your password. You acknowledge that if you wish to protect your transmission of data to GBSI, it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the Site, Data and Services. GBSI does not provide SSL encrypted web browsing at this time. Should you desire encrypted communications with the Site you should ensure that the connection to your given ISP is secure. Note that some wireless connections, especially free connections offered in public places, are often not secure.

GB requires users to provide real names and information when getting an Account. Accordingly, you agree that you will not provide any false personal information on GB, or create an account for anyone other than yourself without permission.

• You will not create more than one personal profile.
• If we disable your account, you will not create another one without the written permission of GBSI.
• You will not use your personal profile for your own commercial gain (such as selling case briefs, etc.)
• You will not use GB if you are under 13.
• You will not use GB if you are a convicted sex offender.
• You will keep your contact information accurate and up-to-date.
• You will not share your password or let anyone else access your account, or do anything else that might jeopardize the security of your account.
• You will not transfer your account to anyone without first getting the written permission of GBSI.

Your Use of the Services

GBSI grants you a limited, nonexclusive, nontransferable, revocable license to use the Site, Content, Data and Services subject to the restrictions set forth in these Terms of Service.

GBSI Property to Notes, Feedback and Chats

All right, title, and interest in and to the Site, Content, and Services are and will remain the exclusive property of GBSI and its licensors, including all Intellectual Property Rights (as defined below) therein, even if GBSI incorporates any of your Feedback (as defined below) into subsequent versions. The Site, Content, and Services are protected by copyright and other laws of the United States. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, Content, or Services. You may not copy or modify the HTML or other code used to generate web pages on the Site.

All notes taken using our software and files uploaded ("Notes"), feedback, comments, professor reviews, bug reports and suggestions for improvements ("Feedback") that you provide to GBSI, in any form, and any contributions you make to the Site by posting content and communicating with other GBSI users via Chats will be the sole and exclusive property of GBSI. You hereby irrevocably transfer and assign to GBSI and agree to irrevocably assign and transfer to GBSI all of your right, title, and interest in and to all of your Notes, Feedback and Chats, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the "Intellectual Property Rights") therein. At GBSI's request, and at your expense, you will execute documents and take such further acts as GBSI may reasonably request to assist GBSI in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback and Chats. You will not earn or acquire any rights or licenses in the Site, Content, and Services or in any GBSI Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.

General Prohibitions

You agree not to do any of the following while using the Site, Content, Data or Services:

• Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another's rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
• Access, tamper with, or use non-public areas of the Site, GBSI's computer systems;
• Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
• Attempt to access or search the Site, Content, Data or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by GBSI or other generally available third-party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Apple Safari and Google Chrome), including but not limited to browser automation tools;
• Send unsolicited email, junk mail, "spam," or chain letters, or promotions or advertisements for products or services;
• Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Content, Data or Services to send altered, deceptive or false source-identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Content, Data or Services;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, attempting a denial-of-service attack, or mail-bombing the Site; or plant malware on GBSI's computer system, those systems of GBSI's providers, or otherwise use the Site, Content, Data or Services to attempt to distribute malware; or
• Impersonate or misrepresent your affiliation with any person or entity.

GBSI will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site security issues, to the fullest extent of the law. GBSI may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that GBSI has no obligation to monitor any user's access to or use of the Site, Content, Data and Services, but has the right to do so for the purpose of operating the Site and the Services, to ensure users' compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

Digital Millennium Copyright Act Compliance

You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). Data you wish to transfer or upload to the Site may be protected due to its educational use. You should contact an attorney to evaluate whether the Data you want to transfer or upload to the Site is protected due to its educational use.

If you are an entity that does not have an account with GroundBooth, and you feel that your copyrighted material is appearing on our website as a result of a GroundBooth user's activity, please contact us at 440-941-4344 or email us at ninjas@groundbooth.com so we may address your conerns.

Contacting You

GBSI may contact you in various ways including, but not limited, to direct mail, direct email from one of our staff members, automatic email generated by user activity on the website, and/or through third-party email marketing software partners or resources including MailChimp. Your use of this website, and signing up with this website including your account activation, signifies your assent to receive these types of emails. You have the ability to control automatic emails received via the Settings area of the website. You may also control your subscription status within an email received from a third party by clicking the unsubscribe or modify settings link in those emails. At your account activation you will be automatically enrolled in various third party software resources such as MailChimp. Links

The Site may contain links to third-party websites or resources. You acknowledge and agree that GBSI is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by GBSI of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Termination

If you violate any of these Terms of Service, your permission to use the Site, Content, Data and Services will automatically terminate. GBSI reserves the right to revoke your access to and use of the Site, Content, Data and Services at any time, with or without cause, and with or without notice. GBSI also reserves the right to cease providing or to change the Site, Content, Data or Services at any time and without notice.

GBSI reserves the right to terminate Accounts at any time, with or without notice. Without limiting the generality of the foregoing, and without further notice, GBSI may choose to delete and/or reduce: (i) any or all of Your Data; and (ii) previous versions and/or prior backups of Your Data.

Use of the Site at Your Own Risk

Your access to and use of the Site, Content, Data and Services is at your own risk. GBSI will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Site, Content, Data or Services.

GBSI may, if they want to, update the GroundBooth Twitter feed at http://www.twitter.com/GroundBooth/ using information that you have provided including, but not limited to, your first and last name, email address, etc. An example of one instance when we may publish this information is when you sign up for an account.

GroundBooth.com is Available "AS-IS"

THE SITE, CONTENT, DATA AND SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GBSI EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE SITE, CONTENT, DATA AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, LOST NOTES, LOST COURSEWORK, LOST FILES, LOST OUTLINES, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR FILES TO UNINTENDED THIRD PARTIES.

GBSI MAKES NO WARRANTY THAT THE SITE, CONTENT, DATA OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. GBSI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION OBTAINED THROUGH THE SITE, CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE, CONTENT, DATA OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM GBSI OR THROUGH THE SITE, CONTENT, DATA OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

Indemnity

You agree to defend, indemnify, and hold GBSI, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the Site, Content, Data and Services; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that Your Data caused damage to a third party, including without limitation claims that Your Data infringe the rights of another.

Limitation of Liability

IN NO EVENT WILL GBSI BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, LOSS OF STUDY TIME, LOWER GRADES, NEGATIVELY IMPACTED BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE, CONTENT, DATA AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE SITE, CONTENT, DATA OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT GBSI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT GBSI IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, GBSI WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES AND/OR THE DATA, OR THROUGH ADVERTISING, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF GBSI TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE, CONTENT, DATA AND/OR SERVICES IS LIMITED TO THREE U.S. DOLLARS AND FOURTEEN CENTS ($3.14). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GBSI AND YOU.

Severability

In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.

Waiver

The failure of GBSI to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.

Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of Ohio without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in Cuyahoga County, Ohio, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

No School Association, Relation or Endorsement

Neither GroundBooth Software, Inc. nor GroundBooth.com are associated with any colleges, universities or schools that our software supports. GroundBooth Software, Inc. has not been endorsed or formally adopted by any institution existing within our system.

Further, these terms do not replace any other terms you are bound to as a member of your school's institution including requirements promulgated in student handbooks, ethics rules, etc. You should consult the appropriate resources at your institution on these matters.

Entire Agreement

These Terms of Service are the entire and exclusive agreement between GBSI and You regarding the Site, Content, Services and Your Data, and these Terms of Service supersede and replace any prior agreements between GBSI and you regarding the Site, Content, Services and Your Data.

These Terms of Service may change from time to time without notice to you. It is your responsibility, and specifically not GBSI's responsibility, to notify you of said changes.

Last updated: 01/18/2012 @ 16:14:26