IGO 360 WEBSITE OPERATING USER AGREEMENT AND PRIVACY
POLICY
*** Important:
Please Read ***
SECTION 1 BELOW CONTAINS OUR PRIVACY POLICY.
PLEASE READ THE TERMS AND
CONDITIONS OF THIS WEBSITE AND OPERATING USER AGREEMENT CAREFULLY BEFORE
ACCESSING OR USING IGO 360. BY CLICKING
THE “I AGREE” BOX AND/OR ACCESSING OR USING IGO 360, YOU AGREE TO BE BOUND BY
THE TERMS OF THIS AGREEMENT AND ACKNOWLEDGE YOU ARE ENTERING A LEGALLY BINDING
AGREEMENT. IN SUMMARY, THIS MEANS YOU
AGREE:
(1)
TO PAY FOR IGO 360;
(2)
TO LIMITED DAMAGES;
(3)
NOT TO MISAPPROPRIATE ANY GO FIGURE INTELLECTUAL
PROPERTY.
IF YOU DO NOT AGREE TO THESE TERMS,
PROMPTLY STOP ACCESSING OR USING IGO 360.
ANY USE, REPRODUCTION OR REDISTRIBUTION OF IGO 360 NOT IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT IS EXPRESSLY PROHIBITED. “IGO 360”, FOR THE PURPOSES OF THIS
AGREEMENT, INCLUDES THE WEBSITE AND FUNCTIONALITY OF WWW.IGO360.IGOFIGURE.COM, IGO360PORTAL.IGOFIGURE.COM
AND/OR ANY OTHER INSTANCE OF THE IGO 360 APPLICATION OR RELATED WEBSITES
REGARDLESS OF ITS WEB ADDRESS, ALL SUBDOMAINS, ANY ON-LINE OR ELECTRONIC
DOCUMENTATION, ANY RELATED DOWNLOAD OR UPGRADE, THE RELATED USER DOCUMENTATION,
ANY AND ALL COPIES AND DERIVATIVE WORKS, including
mobile applications, developer platform, premium services, or other information
provided as part of IGO 360.
This Agreement is between YOU AND Go FIGURE, INC. “YOU”, “YOUR”, “LICENSEE” OR “SUBSCRIBER” means
the entity or individual assenting to this agreement AND/OR OTHERWISE USING OR
ACCESSING IGO 360, YOUR EMPLOYEES, AGENTS, SUCCESSORS, AFFILIATES AND/OR ANY
OTHER PERSON ACTING FOR OR ON YOUR BEHALF. You agree that by using iGo 360, You are entering into
a legally binding agreement with Go Figure, Inc. based on the terms of this iGo
360 Website and Operating User Agreement, Your purchase order, and the iGo 360
privacy policy which is hereby incorporated by reference (collectively referred
to as the “Agreement”).
THIS
AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN YOU AND GO FIGURE. ANY OTHER
VERBAL OR WRITTEN STATEMENT OR REPRESENTATION, REGARDLESS OF FORM OR FORMAT,
SHALL NOT MODIFY THE TERMS OF THIS AGREEMENT UNLESS PHYSICALLY SIGNED BY AN
AUTHORIZED REPRESENTATIVE OF GO FIGURE.
If
You are using iGo 360 on behalf of a company or other
legal entity, You are nevertheless individually bound by this Agreement even if
Your company has a separate agreement with us. If You
do not want to be bound by the terms of the Agreement, do NOT click “I Agree”
and do not access, view, download or otherwise use any iGo 360 webpage,
information or services. By clicking “I Agree”, You
acknowledge that You have read and understood the terms and conditions of this
Agreement and that You agree to be bound by all of its provisions. By clicking
“I Agree,” You also consent to use electronic signatures and acknowledge Your click of the “I Agree” button as an electronic
signature sufficient to legally bind You.
Go Figure, Inc. including its subsidiaries,
affiliates, successors, parent companies and assigns, (hereinafter "Go
Figure", “we,” “us,” “our,” “Licensor” and/or “Go Figure”) operates iGo 360. You may
only use or access iGo 360 pursuant to the following terms, obligations,
covenants and conditions, which You accept by Your use
of iGo 360. Use of iGo 360 is subject to
additional terms and conditions defined by our content providers
("Licensors") as may be stipulated on applicable pages of iGo 360,
which You accept by Your use of iGo 360.
Go Figure may modify this Agreement or iGo 360, at any
time, and such modifications shall be effective immediately upon posting unless
otherwise stated in writing. You agree to be bound by such modifications and Your continued use of iGo 360 shall be Your conclusive acceptance
and consideration of such modifications.
If You do not agree to any changes or
modifications, You should immediately stop using and/or accessing iGo 360 and
notify Go Figure immediately at support@igofgure.com.
Go Figure, Inc. is a Texas Corporation.
1.
Privacy Policy
Storage and Transmission of Data About You And
Your Customers.
Go Figure routinely reviews these standards for
compliance with EU data privacy standards. Go Figure self-certifies compliance with
the EU-U.S. Privacy Shield Frameworks, as administered by the US Department of
Commerce, and Go Figure shall ensure that it maintains its self-certification
to and compliance with the EU-U.S. Privacy Shield Frameworks with respect to
the Processing of Personal Data that is transferred from the European Economic
Area to the United States. If you are an
EU-based Go Figure customer, You agree to comply with
EU data privacy laws and that You are a Controller, and Go Figure is a Processor
as defined by EU law.
a.
Server Location and Data Collected. The servers
hosting iGo 360 are located in a secure COLO facility on redundant servers in
the State of Texas in the United States.
Go Figure does not collect personal Data. Go Figure stores Data You enter into iGo 360
about You and Your customers. Go Figure reserves the right to back up that
data and/or move the iGo 360 servers to another location in the United States
or anywhere else in the world. Go Figure
maintains the data stored by iGo 360 for the business purposes of allowing You to run your facility with iGo 360. Things like attendance history, results, and
customer contact information are stored by iGo 360 for the purpose of You running Your business.
Go Figure does not sell or otherwise transfer customer data to anyone
other than to perform services related to iGo 360. For example, customer payment data is transferred
to third party payment processors to process payments on Your
behalf if You choose to use those services.
Transmission of that data is encrypted.
If Your customers have any questions about how
the data is used, they may email support@igofigure.com
for more information. Any third party to
whom customer data is transmitted has agreed to keep said information in strict
confidence, adequately safeguard the data, and to use such data only for the
purposes of delivering iGo 360-related services.
b.
Choice. Your customers may choose not to have any
sensitive information stored in iGo 360 by simply notifying You
not to enter such data into iGo 360.
c.
Access. You are able to access customer personal
information through iGo 360 to correct the information if it is
inaccurate. Your customers may update
certain customer information through the iGo 360 customer portal, if You use that option.
If not, customers can contact You directly to
change, update, or delete their personal information. If you are a customer of
a facility using the iGo360 software, contact that facility with any questions
about your data. If you cannot reach the
facility, contact us at support@igofigure.com.
d.
Security. Data entered into iGo 360 is backed up at
Iron Mountain or other similar service provider. Access to Go Figure’s COLO facility and Iron
Mountain is tightly restricted. To
further protect against loss, misuse, unauthorized access, disclosure,
alteration and destruction of said data, all Go Figure employees are subject to
a background check. iGo
360 maintains a 2048 bit Extended Validation SSL certificate or better.
e.
Access to Your data. All reports
in iGo 360 are exportable in an Excel format.
Along with viewing data through the user interface, this is the only
method for accessing Your data. Note that credit card and/or bank data entered
into the program is encrypted and tokenized and is not accessible by You after entry. Go
Figure recommends You securely store and maintain a
copy of such data pursuant to Payment Card Industry standards.
f.
Duration of Data Storage. Member personal data will be stored as long as You leave it in iGo360.
If Your customer wants it removed upon
termination of Customer’s business relationship with You, simply edit the
member record and replace personally identifying fields with null characters.
2.
Inappropriate Usage/Data You Enter.
Go Figure engages in the
promotion of safety and good citizenship within the internet community. Should Go
Figure become aware of any inappropriate use of iGo 360, Go Figure, in its sole
discretion will respond in any way that it deems appropriate under the
circumstances. You acknowledge that Go Figure has the right to report to the
appropriate law enforcement authorities and/or any other appropriate
governmental agencies any actions or conduct that may be considered illegal, as
well as any reports it receives of such actions or conduct. When requested, Go
Figure will cooperate fully with all law enforcement and governmental agencies
in any investigation of alleged illegal activity on the Internet.
You
shall have the sole responsibility for the accuracy, quality, integrity, legality,
reliability and appropriateness of data You enter into
iGo 360. You warrant to Go Figure Your data does not
violate applicable law or the rights of any third party.
3.
Use and Disclosure of Information
Except as described herein, Go
Figure does not transfer and disclose personal information about iGo 360 customers
and their members/customers. Some information is transmitted to third parties
only when authorized by You, for example, when
transmitting member payment data to third-party payment processors. These third
parties are contractually restricted from using or disclosing the information
except as necessary to perform services on our behalf or to comply with legal requirements.
In addition, we may disclose information about You (i) if we are required to do
so by law or legal process; (ii) to law enforcement authorities or other government
officials; (iii) to contractors we use to support our business (such as fulfillment
services, technical support, delivery services, and financial institutions), in
which case we will require such third parties to agree to treat such
information confidentially and in accordance with Go Figure’s Privacy Policy
and use it for the same purposes; or, (iv) when we believe disclosure is
necessary or appropriate to prevent physical harm or financial loss or in
connection with an investigation of suspected or actual illegal activity.
Go Figure reserves the right to
transfer to the transferee/purchaser any information we have about You in the event we sell or transfer all or a portion of our
business or assets.
4.
No
Copying/Website Security Policy
You agree not to:
·
Duplicate,
license, sublicense, publish, broadcast, transmit, distribute, perform,
display, sell, rebrand, or otherwise transfer information found on iGo 360 except
as permitted in this Agreement, or as expressly authorized by Go Figure;
·
Reverse
engineer, decompile, disassemble, decipher or otherwise attempt to derive the
source code or any underlying intellectual property used to provide iGo 360, or
any part thereof;
·
Utilize
or copy information, content or any data You view on and/or obtain from iGo 360
to provide any service that is competitive with Go Figure;
·
Adapt,
modify or create derivative works based on iGo 360 or technology underlying iGo
360, in whole or part;
·
Remove
any copyright, trademark or other proprietary rights notices contained in or on
iGo 360;
·
Remove,
cover or otherwise obscure any form of advertisement included in iGo 360;
·
Infringe
or use Go Figure’s brand, logos and/or trademarks, including, without limitation,
using the words “iGo Figure”, “Go Figure” and/or “iGo 360”;
·
Use
manual or automated software, devices, scripts robots, other means or processes
to access, “scrape,” “crawl” or “spider” any web pages or other services
contained in iGo 360;
·
Engage
in “framing,” “mirroring,” or otherwise simulating the appearance or function
of iGo 360;
·
Attempt
to or actually override any security component included in or underlying iGo
360;
·
Attempt
to access any other iGo 360 user account or data without that user’s express
authorization;
·
Engage
in any action that directly or indirectly interferes with the proper working of
or places an unreasonable load on iGo 360’s infrastructure, including, but not
limited to, attempting to gain unauthorized access to iGo 360, or transmitting
or activating computer viruses through or on iGo 360; and/or
·
Interfere
with or disrupt or game iGo 360, including, but not limited to, any servers or
networks connected to iGo 360.
Violation of this policy will
result in immediate suspension of Your access to iGo
360 and may result in criminal or civil liability. Violators of this policy,
or the spirit of this policy, will have their account suspended or terminated,
and/or Go Figure may take other legal steps.
5.
Sign-in
Credentials
You
agree to: (1) Keep Your password secure and
confidential; (2) not permit others to use Your account; (3) refrain from using
other Users’ accounts; (4) refrain from selling, trading, or otherwise
transferring Your iGo 360 account to another party; and (5) keep Your contact
information current with Go Figure. Further, You are
responsible for anything that happens through Your account until You close down
Your account or prove that Your account security was compromised due to no
fault of Your own.
6.
Customer Equipment and Related Responsibilities
- You are solely responsible for obtaining and maintaining all telephone,
high speed internet connection(s), computer hardware, workstations,
networks, operating system, software and other equipment needed for
proper access to and use of iGo 360.
Using iGo 360 requires a basic working knowledge of Your operating system (e.g. Windows or iOS), and other
programs like Microsoft Excel (as reports are exportable to Excel). You represent that You
and Your employees have a basic working knowledge of these services, and
if not, You will provide sufficient training.
- Prior to
contacting Go Figure concerning connectivity problems, You shall verify
that You are able to properly connect to the Internet by verifying
navigation through common sites, such as www.google.com, and verify that You
are running the most recent release of Internet Explorer, Mozilla
Firefox, or Chrome.
- Certain
hardware (like the barcode scanner) utilized by iGo 360 requires a USB port
and functions only on a Windows PC.
- You are
required to maintain updated anti-virus software on all workstations and
remove any programs that the anti-virus software flags as potentially malicious.
- You are
required to restrict permission to install software on those computers to
business owner and/or trusted senior staff.
- You are
required to maintain up-to-date versions of operating systems (e.g.,
Microsoft Windows or Macintosh OS) and web browsers (e.g., Internet
Explorer, Safari or Firefox), with all security updates and patches
installed.
- You are
responsible for selecting an operator who is qualified to operate iGo
360, is sufficiently trained on iGo 360 and any other operating systems
or related programs necessary to operate iGo 360. Go Figure reserves the right to refuse
assistance, or to charge additional fees if an operator seeks assistance
with respect to such basic background information or any other matters
not directly relating to the operation of iGo 360.
- Ensure that
every individual that logs into iGo 360 has been trained and has a unique
username and password that is known only by that individual.
7.
Fees and
Payment
a. Go Figure charges a sign-up
fee and monthly subscription fee per Business Location that uses iGo 360 (“the
Fee”) and limits the number of concurrent user logins per facility. Payment of the Fee entitles You to access to iGo 360 for the term covered by Your
payment. The term shall automatically
renew monthly when the Fee is received or as otherwise stated in Your purchase order. You
agree to pay the Fee or other amount agreed to in writing by Go Figure plus shipping,
handling and any applicable sales, use, excise or VAT tax.
b. By agreeing to this Agreement, You are authorizing Go
Figure to collect the Fee and any subsequent charges authorized by You via automatic ACH payment from Your checking or savings account
or direct charge to Your credit card. The Fee may vary by
jurisdiction or as otherwise agreed in writing by Go Figure.
c. Non-payment of the Fee
will result in termination of Your access to iGo 360 and
is considered a breach of this Agreement.
d. All fees due under this Agreement are to be paid to Go
Figure in the United States
in US dollars and due and as agreed by You.
Each time You use iGo 360 You reaffirm the
foregoing authorization, and such authorization will remain valid unless
revoked by You in writing.
e. You agree to inform Go Figure immediately of any
changes in Your credit card, debit card or checking
account information. If Go Figure does
not receive payment from the card issuer or other designated financial
institution for any Fees and related charges, You
agree to pay all amounts due upon demand by Go Figure. You solely are responsible for delivery of
currency from Your country (where applicable) and
agree to comply with any and all restrictions regarding payment of money from Your
country to Licensor in the United States.
f. YOUR OBLIGATION TO
PAY ALL FEES, CHARGES AND AMOUNTS DUE UNDER THIS AGREEMENT AGREEMENT SHALL BE
UNCONDITIONAL, AND SHALL NOT BE SUBJECT TO ANY ABATEMENT, REDUCTION, SETOFF,
DEFENSE, CLAIM, COUNTERCLAIM, ASSERTION OF LIABILITY, INTERRUPTION, DEFERMENT
OR RECOUPMENT EXCEPT AS PROVIDED IN THIS LICENSE AGREEMENT OR APPLICABLE
LAW. YOU ACKNOWLEDGE AND UNDERSTAND THAT
YOU MAY BE BILLED DIRECTLY FOR ANY REFUSED CHARGES TO THE CREDIT CARD OR
CHECKING ACCOUNT PROVIDED BY YOU TO GO FIGURE.
8.
Notifications.
For
purposes of service messages and notices about iGo 360, including modifications
to this Agreement, such notifications may be in the form of an email from Go
Figure to an email address associated with Your
account, even if we have other contact information, or by updating the terms of
this Agreement and requiring You to click Agree. You also agree that Go Figure may communicate
with You via email, mobile number, telephone, or
delivery services including the postal service about Your iGo 360 account or
services. You acknowledge and agree that we shall have no liability associated
with or arising from Your failure to maintain accurate
contact or other information, including, but not limited to, Your failure to
receive critical information about iGo 360.
9.
Export Controls.
Your use of iGo 360
may be subject to export and re-export control laws and regulations, including
the Export Administration Regulations (“EAR”) maintained by the United States
Department of Commerce and sanctions programs maintained by the Treasury
Department's Office of Foreign Assets Control. You shall not — directly or
indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of
any software or service to any end-user without obtaining the required
authorizations from the appropriate government authorities. You also warrant
that You are not prohibited from receiving US origin
products, including services or software.
10.
Contributions
to Go Figure.
By
submitting ideas, suggestions, documents, and/or proposals for modifications or
improvements to iGo 360 ("Contributions") to Go Figure through its
suggestion or feedback webpages or otherwise, You acknowledge and agree that:
(a) Your Contributions do not contain confidential or proprietary information;
(b) Go Figure is not under any obligation of confidentiality, express or
implied, with respect to the Contributions; (c) Go Figure shall be entitled to
use or disclose (or choose not to use or disclose) such Contributions for any
purpose, in any way, in any media worldwide; (d) Go Figure may have something
similar to the Contributions already under consideration or in development; (e)
You irrevocably assign to Go Figure all rights to Your Contributions; and (f) You
are not entitled to any compensation or reimbursement of any kind from Go
Figure under any circumstances for said Contributions.
11.
Data Conversion.
Go
Figure assumes no responsibility under this Agreement for converting Your data files for use with iGo 360. Any data conversion Go Figure may perform for
You is governed by this License Agreement, including
but not limited to warranty limitations and liability limitations. Fees for data conversion are non-refundable. Data conversion is only as good as the data provided, and
the information provided about each data point, accordingly, Go Figure cannot
and does not warrant the accuracy of the data conversion. You warrant and represent that any converted
data performed by Go Figure will be thoroughly reviewed and inspect by You, and that You are solely responsible for any
inaccuracies in the data. The conversion
service is “as is”, and has no warranty, express, or implied, and any claims
related to the data conversion are governed by this Agreement.
12. WARRANTIES, LIMITATIONS AND DISCLAIMERS.
a. Express Warranty. Go Figure
warrants that iGo 360 shall be 99.5% available twenty-four (24) hours
per day, seven (7) days per week, three-hundred and sixty-five (365) days per
year. This translates to forty-three (43) hours and forty-eight (48) minutes of
unplanned outage time per year.
If the cumulative service level for iGo 360
drops below 99.5% for any contract year of service, as determined on each
anniversary of the first day You started using iGo 360, Go Figure will credit You
with additional complimentary services to be used in the following year of
service, according to the following schedule:
i. 98% - 99.4%
availability of iGo 360 - one (1) free month of service;
ii. 95% - 97.9%
availability of iGo 360 - two (2) free months of service;
iii. 90% - 94.9%
availability of iGo 360 – three (3) free months of service; and
iv. Less than 90%
availability of iGo 360 – four (4) free months of service.
In order to receive any credit of free
service pursuant to this section, You must request
said credit in writing from Go Figure no later than thirty (30) days after the
end of the contract year in which the availability of iGo 360 fell below the
warranted level. To the extent Go Figure does not receive timely notice from You as provided in this paragraph, Go Figure shall have no
further obligation to provide You any free service.
You shall not receive any credit or refund
under this section in connection with any failure or deficiency caused by or
associated with any of the following:
i. Circumstances
beyond Go Figure’s reasonable control, including, but not limited to, war, insurrection,
sabotage, terrorism, armed conflict, embargo, fire, flood, earthquake, Internet
virus, third party hacking, or denial of service attacks;
ii. Major
telecommunications or Internet failure outside of Go Figure’s control;
iii. Acts or omissions by
You, Your employees, or agents, including, without limitation, custom scripting
or coding, any negligence, willful misconduct, or use of iGo 360 outside the
scope of this Agreement; and/or
iv. Routine Maintenance
conducted by Go Figure between the hours of 9 PM and 9 AM
in the Central Standard Time.
b. DISCLAIMER
SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE
DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE
CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.
WE
PROVIDE IGO 360 ON AN “AS IS” AND “AS AVAILABLE” BASIS. GO FIGURE DOES NOT
CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY
EXPRESS WARRANTIES OR REPRESENTATIONS UNLESS SPECIFICALLY STATED IN THIS
AGREEMENT.
TO
THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL
IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE,
ACCURACY OF DATA, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY GO
FIGURE OR ANYTHING RELATED TO IGO 360, YOU MAY CANCEL AND TERMINATE THIS
AGREEMENT WITH 30 DAYS NOTICE AND SUCH TERMINATION SHALL BE YOUR SOLE AND
EXCLUSIVE REMEDY.
GO
FIGURE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE
DELIVERY OF ANY MESSAGES SENT THROUGH IGO 360 TO ANYONE.
GO
FIGURE DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT
INTERRUPTION OR ERRORS IN FUNCTIONING EXCEPT AS SPECIFICALLY ENUMERATED IN THIS
AGREEMENT. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE
TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. GO FIGURE DISCLAIMS ALL
LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING
EXCEPT AS SPECIFICALLY ENUMERATED IN THIS AGREEMENT. FURTHERMORE, GO FIGURE DISCLAIMS
ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE
CONDITIONS OF IGO 360 DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO
INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR
ANY OTHER REASON.
c.
LIMITATION OF
LIABILITY
SOME
COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS
WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO
YOU.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Neither Go
Figure nor any of our subsidiaries, affiliated companies, employees, shareholders,
or directors (“Go Figure Affiliates”) shall be liable for (a) any special,
incidental, indirect, punitive or consequential damages or loss of use, profit,
revenue or data to You or any third person arising from Your use of iGo 360, or
any of the content or other materials on, accessed through or downloaded from iGo
360, and (b) any damages in excess of three times the most recent monthly fee
that You paid for iGo 360, if any, or US $100, whichever amount is greater.
This limitation of liability is part of the basis of the bargain between the
parties and without it the terms and prices charged would be different. This
limitation of liability shall:
- Apply regardless of whether (1) You base Your claim on
contract, tort, statute or any other legal theory, (2) Go Figure knew or
should have known about the possibility of such damages, or (3) the
limited remedies provided in this section fail of their essential purpose;
- Not apply to any damage that Go Figure may cause You THAT cannot
be LEGALLY disclaimed by this Agreement.
- Not apply if You have entered into a separate agreement IN
WRITING AND SIGNED BY AN AUTHORIZED GO FIGURE OFFICER that specifically supersedes
this section.
d.
Indemnification
You alone are responsible for Your actions or the actions of any person using Your user
name and/or password; and, any person You have allowed to access iGo 360. As
such, You agree to indemnify, defend and hold harmless Go Figure and its officers,
directors, employees, affiliates, agents, licensors, and business partners harmless
from and against any and all costs, damages, liabilities, and expenses (including
attorneys' fees) incurred in relation to, arising from, or for the purpose of
avoiding, any claim or demand from a third party that Your use of iGo 360 by You
or any person using Your user name and/or password violates any applicable law
or regulation, or the rights of any third party including negligent or wrongful
conduct by You or by any person using Your user name and/or password. You also
shall indemnify, defend, and hold Go Figure, its officers, directors,
shareholders, employees, and authorized agents harmless from and against any
and all claims, damages and expenses (including, without limitation, attorneys'
fees) resulting directly or indirectly from access to or use or misuse of iGo
360 by You.
13.
HIPAA.
Obligations and Activities for Health
Insurance Portability and Accountability Act of 1996 (HIPAA) Privacy and
Security Rules. Go Figure maintains the following HIPAA compliance standards,
sufficient for any Subscriber who may be a HIPAA covered entity, as defined by
United States regulations pursuant to 45 CFR - 164.524, as amended from time to
time, or any other applicable law:
- Subscriber
will notify Go Figure of its status as an entity subject to HIPAA in
writing within 30 days of purchasing Go Figure.
- Go Figure
will not disclose Protected Health Information, as defined by applicable
law, other than as permitted or required by the Agreement or as required
by law;
- Go Figure
uses appropriate safeguards to prevent use or disclosure of the
Protected Health Information other than as provided for by the Agreement;
- Go Figure
will mitigate, to the extent practicable, any harmful effect that is
known to Go Figure of a use or disclosure of Protected Health
Information by Go Figure in violation of the requirements of the Agreement;
- Go Figure
will report to Subscriber any use or disclosure of the Protected Health
Information not provided for by the Agreement of which it becomes aware;
- Go Figure
will not disclose Protected Health Information to any agent or
subcontractor not subject to these provisions;
- Go Figure
will document any disclosures of Protected Health information and
information related to such disclosures as would be required for
SUBSCRIBER to respond to a request by an individual for an accounting of
disclosures of Protected Health Information in accordance with 45 CFR
-164.528; and
Go
Figure will make internal practices, books, and records, including policies and
procedures and Protected Health Information, relating to the use and disclosure
of Protected Health Information received from, or created or received by Go
Figure on behalf of SUBSCRIBER available to SUBSCRIBER, or to the U.S.
Secretary of Health and Human Services, in a mutually agreed upon time and
manner, or as designated by the Secretary, for purposes of the Secretary
verifying Go Figure compliance to United States regulations pursuant to 45 CFR
-164.524.
14. DISPUTE RESOLUTION/CHOICE OF LAW AND VENUE
If You
have a problem with any services provided by Go Figure, please contact support@igofigure.com. If the issue cannot be resolved, You and Go Figure agree that any claim or controversy at law
or equity that arises out of this Agreement will be resolved in accordance with
one of the subsections.
a.
Non-Binding
Confidential Mediation. Before filing any claim, judicial proceeding
or arbitration, You agree to attempt to submit the dispute to a non-binding confidential
mediation before a neutral third party mediator in Houston, Texas. All parties to the mediation shall pay their
respective costs and expenses of mediation.
b.
Institution
of Legal Proceedings. You shall not institute any legal or administrative proceeding for
claims arising out of a dispute pursuant to this Agreement, including
arbitration, without first attempting to resolve the dispute through
negotiation and non-binding mediation as set forth in section a. If the dispute
has not been resolved through negotiation or mediation pursuant to the
Procedures, either party may initiate litigation in Houston, Texas.
c.
Choice of Law. This Agreement is deemed to have been
executed in Harris County, Texas. Any claim,
cause of action or dispute (“claim”) arising out of or related to this
Agreement shall be governed by the laws of the state of Texas regardless of Your
country of origin or where You access iGo 360 and notwithstanding of any
conflicts of law principles and the United Nations Convention for the
International Sale of Goods. You and Go Figure agree that all claims arising
out of or related to this Agreement must be resolved exclusively by a state or
federal court located in Harris County, Texas. You agree to submit to the personal
jurisdiction of the courts located within Harris County, Texas for the purpose
of litigating all such claims. Notwithstanding the above, You
agree that Go Figure shall still be allowed to apply for injunctive remedies
(or an equivalent type of urgent legal relief) in any jurisdiction.
15.
Intellectual
Property
a. Go
Figure has and retains the full title and ownership of all intellectual property
rights and any other rights to iGo 360, including all modifications, enhancements
and releases. This Agreement conveys
only a limited license, not legal or equitable title, to iGo 360. Customer agrees that iGo 360 is Go Figure’s proprietary
information and contains LICENSOR trade secrets, whether or not any portion
thereof is or may be validly copyrighted or patented. Customer recognizes that iGo 360 constitutes
a valuable asset and trade secret of Go Figure and any information with respect
thereto is confidential and shall be treated as provided in this Agreement. You agree not to disclose Licensor
confidential information to any third party during the term of this Agreement
and for five years thereafter.
b. This
Agreement is not assignable. Neither the
license granted hereunder nor any of the iGo 360 components or access thereto may
be sub-licensed, assigned or transferred by Licensee to any other party without
Go Figure’s prior written consent. Any
attempt to sub-license, assign or transfer any of the rights, duties or
obligations of Licensee pursuant to this Agreement, except as provided herein, is void.
c.
Reproduction, printing, displaying or copying iGo 360 in any form
(including any associated documentation) without the express prior written
consent of Go Figure or as otherwise expressly permitted herein is
prohibited. Customer may copy user
documentation for internal use by Customer's personnel.
d. Go Figure reserves
all rights not expressly granted herein.
16.
Amendment
Go Figure reserves the right to amend,
waive, modify or supplement this Agreement.
Any amendment, waiver, modification or supplement shall be effective
when You click the “Agree” button on any subsequently
modified Agreement. Each use by You of iGo 360 reaffirms Your acceptance of, and Your
agreement to be bound and to abide by, this Agreement as amended, modified or
supplemented.
17.
No Waiver.
The failure of
either party to enforce any rights granted hereunder or to take action against
the other party in the event of any breach hereunder shall not be deemed a
waiver by that party as to subsequent enforcement of rights or subsequent
actions in the event of future breaches.
18.
Trademarks, Copyright and Licenses.
Go Figure and/or its other third
party licensors have filed domestic and/or international copyrights and
trademarks under the appropriate laws of each jurisdiction necessary to protect
the entire contents of iGo 360. Any
other product names, marks, symbols, trade names, company names and/or logos
which appear within iGo 360 are the
property of their respective owners and appear through the courtesy of, and/or
a license from, such owners. Such marks are protected by United States law,
including without limitation the Lanham Act and other laws on trademarks and
unfair competition, and may also be protected by the laws in foreign countries.
YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR
DISTRIBUTE, IN ANY MANNER, THE MATERIAL IN IGO 360, INCLUDING BUT NOT LIMITED
TO ANY TRADEMARKS, TEXT, PICTURES, PROGRAMS, GRAPHICS AND/OR CODE.
You may print portions of
material from certain areas of iGo 360 solely for Your own commercial use in
the operation of Your business provided that You agree not to change or delete
any copyright or proprietary notices from the materials. Printing or
downloading the material does not transfer to You any
right, title or interest to any intellectual property rights. Go Figure may use
information it obtains as a result of Your registration
and use of iGo 360, to provide technical support.
19.
Customer
Listing.
You hereby authorize Go Figure to list You and/or Your company as a customer of Go Figure on Go
Figure’s website, and include Your name and trademarks on said site. You
assume sole responsibility for the protection of any copyrights, trademarks,
service marks, trade names and other intellectual property owned wholly or
partially by You. Go Figure will remove such reference
if You so request by emailing support@igofigure.com.
20.
Subscriber Third Party
Trademarks and Copyrights
Go Figure does not make it its
responsibility to monitor the use of trademarks, copyrights or other rights of
Go Figure or third parties. Go Figure may, however, in appropriate
circumstances and in Go Figure’s sole discretion, remove, suspend, terminate
access, or take other appropriate action against customers who infringe the
copyright rights of others. Therefore, if You reasonably believe that any materials
on Go Figure’s website contain unauthorized reproductions of Your copyrighted
work or trademarks and wants such content removed, then You must provide the
following information to Go Figure (as required under the Digital Millennium
Copyright Act (17 U.S.C. sec. 512)):
- A physical
or electronic signature of a person authorized to act on behalf of the
owner of an exclusive right that is allegedly infringed;
- Identification
of the copyrighted work claimed to have been infringed;
- Identification
of the material that is claimed to be infringing or to be the subject of
infringing activity and that is to be removed or access to which is to
be disabled, and information reasonably sufficient to permit Go Figure
to locate the material;
- Information
reasonably sufficient to permit Go Figure to contact Subscriber, such as
an address, telephone number and e-mail address;
- A statement
that You have a good faith belief that the use of the material in the
manner complained of is not authorized by the owner, its agent or the
law; and
- A statement
that the information in the notice is accurate, and under penalty of
perjury, that You are authorized to act on behalf
of the owner of an exclusive right that is allegedly infringed.
21. COMPLETE AGREEMENT
This Agreement, is the complete agreement between You and Go
Figure with respect to iGo 360. It supersedes all prior or contemporaneous
proposals, agreements and inducements about the subject matter of this
Agreement. No promises or agreements
made prior to or after the execution of this Agreement are binding unless in
writing and signed by both parties. This Agreement may be amended, modified,
waived or revoked only by a written instrument executed by both parties.
22.
SEVERABILITY
No
waiver of any breach of any provision of the Agreement shall constitute a
waiver of any prior, concurrent or subsequent breach of the same or any other
provisions hereof and no waiver shall be effective unless made in writing. In the event that any provision of this
Agreement shall be held to be void or unenforceable in whole or in part, such
provision shall be severed and the entire Agreement shall not fail on account
thereof and the balance of this Agreement shall continue in full force and
effect, and the parties agree to remain bound by and perform in accordance with
the terms hereof, as amended.
23.
Links.
iGo 360 may
provide, or third parties may provide, links to non-Go Figure internet web
sites or resources as a convenience to You ("Third-Party Sites"). Because
Go Figure has no control over such sites and resources, You acknowledge and
agree that Go Figure is not responsible for the availability of such
Third-Party Sites or resources, and does not endorse and is not responsible or
liable for any content, advertising, products, or other materials on or
available from such sites or resources. Links to Third-Party Sites are not
endorsements by Go Figure of such Third-Party Sites. You further acknowledge
and agree that Go Figure shall not be responsible or liable, directly or
indirectly, for any damage or loss caused or alleged to be caused by or in
connection with use of or reliance any such content, goods or services
available on or through any such Third Party Site or resource. When You link to a site You are solely responsible for obeying
the terms and conditions of that third party site.
24.
Local Laws and International Use.
Go Figure operates iGo 360 from
its servers located in the United States of America and makes no representation
that the services, products, materials or uses are appropriate or will be
available for use in other locations. You are entirely responsible for
compliance with applicable local laws, including but not limited to privacy
laws and regulations.
You agree to comply with all
applicable laws regarding the transmission of technical data exported from the
United States or the country in which You reside. No
software or other goods from iGo 360 may be downloaded or otherwise exported or
re-exported (i) into any country to which the U.S. has embargoed goods; or (ii)
to anyone on the U.S. Treasury Department's list of Specially Designated Nationals
or the U.S. Commerce Department's Table of Deny Orders. By downloading or using
any software or other goods from iGo 360, You
represent and warrant that You are not located in, under the control of, or a
national or resident of any such country or on any such list.
25.
Dealings With Third Parties.
Some services available on iGo
360 are provided by third parties, including, but not limited to, payment
processing services. Your dealings with
any third party services available through iGo 360 are solely between You and such third party. You agree that Go Figure shall not
be responsible or liable for any loss, damage or other matters of any sort
incurred as the result of any such dealings.
26.
No Agency
Nothing in this Agreement shall
be construed as creating or evidencing a partnership, joint venture,
employee-employer or an agency or any employment relationship between the
parties. You acknowledge and agree that You are in all
respects an independent party.
27.
Miscellaneous.
Any cause of action or claim You
may have with respect to iGo 360 must be commenced within one (1) year
after the claim or cause of action arises or such claim or cause of action is
barred. No action by Go Figure shall be construed as a waiver of any provision
or right. Neither the course of conduct between the parties nor trade practice
shall act to modify any provision of this Agreement. Go Figure may assign its
rights and duties under this Agreement to any party at any time without notice
to You.
28.
Security.
Go Figure takes commercially
reasonable and accepted steps to protect personally identifiable information as
You transmit it to our site and to protect such information from loss, misuse,
and unauthorized access, disclosure, alteration, or destruction. You should
keep in mind that no internet transmission is ever completely secure or error-free.
How to Contact Us
If You
have any questions, comments, requests, or concerns related to this Agreement or
the information practices of Go Figure, or if You would like to opt out of future
communications, please contact us as follows:
SUPPORT@IGFOGURE.COM
Or by mail to:
Go Figure, Inc.
8524 Highway 6 N, Suite 310
Houston, Texas 77095
United States
IGO 360 WEBSITE AND OPERATING
USER AGREEMENT, last updated May 31, 2018