TERMS OF SERVICE AGREEMENT
TERMS OF SERVICE of www.godspark.world
This Application collects some Personal Data from its Users.
Owner and Data Controller
SERVICE PROVIDER: ICHTHYS DIGITAL INITIATIVES LLC
COMPANY ADDRESS: 189 Main Street, Ridgefield Park, NJ 07660
Effective Date: September 2019
Initial Term: Monthly and/or Annual Subscription
God’s Park provides “SAAS,” meaning, Software as a Service,” delivering software goods and licenses to users via online subscription. God’s Park SAAS Subscription Agreement (“Agreement”), dated as of September 2019, governs the use by Customer of the master controllers, and other equipment, parts and supplies (collectively, the “GP SAAS System”), and the services provided by Ichthys Digital Initiatives LLC in connection with God’s Park SAAS System (the “GP SAAS Services”). This Agreement includes (1) each Order Form that provides the type, quantity and payment terms for the Products purchased from Ichthys Digital Initiatives LLC and the GP SAAS Services, (2) the Terms of Service found at www.godspark.world as in effect from time to time, and (3) the Pre-Deployment Checklist of GP materials and services. In the event of conflict among terms, the order of priority shall be the Order Forms, this Agreement, and then the Pre-Deployment Checklist.
1. Ichthys Digital Initiatives LLC agrees to sell the Products and provide the GP SAAS Services described in each Order Form, and Customer agrees to pay for the Products and GP SAAS Services and comply with the terms and conditions set forth in this SAAS Subscription Agreement, each Order Form, and the Terms of Service, which includes the Terms of Purchase and Use. As provided in each Order Form, the Products to be purchased may include master controllers configured to communicate with the Ichthys Digital Initiatives LLC network operations center (each a “Gateway”) and/or activation kit(s) or other devices (the “Devices”) listed in the Order Form. The Products shall be for use in connection with accessing the GP SAAS System and use of the GP SAAS Services, for Customer’s internal business purposes. The Fees for the Products are shown in the Order Form. Subsequent purchases of Products shall be made only from Ichthys Digital Initiatives LLC, and shall be subject to the terms and conditions of this Agreement.
2. The Term of Service for God’s Park SAAS Services is indicated in the Order Form for the GP SAAS Services. The GP SAAS Services may be accessed and used only by the number of Leaders and Users specified in the Order Form(s), for the Fees corresponding to that number and type of Users. For each Leader, Customer will be provided a user name (Leader’s ID) and password, which enables the number of Customer’s Users to access the GP SAAS System and use the GP SAAS Services. Following expiration of the Initial Term, the Term of Service will automatically renew for successive periods of monthly and/or annual basis unless and until either party gives the other party notice of non-renewal at least 30 days prior to the next scheduled renewal date. Customer may elect Early Termination of the Services solely as permitted in the Terms of Purchase and Use for the Services.
5. Customer represents and warrants that Customer has all necessary authorization to purchase and pay for the Products and GP SAAS Services indicated in each Order Form. The additional payment for in-app purchases in Apple pertains to enhanced functionalities and/or portability of Apple products that are not included in the paid subscription, but embedded seamlessly into the GP app.
6. Customer agrees to provide the necessary electric service, wiring, computer equipment and communication line access (in accordance with UL standards) for access to the GP SAAS Services. Customer agrees to provide, install and maintain, at Customer’s expense, data communication lines therefor, all pursuant to minimum specifications prescribed by Ichthys Digital Initiatives LLC from time to time. Customer shall be responsible for ongoing charges for Customer’s own use of such data communication lines.
7. In addition to the initial Order Form, the parties may enter into one or more additional Order Forms, each of which provides a general description of the Products and GP SAAS Services to be provided to Customer. For any Order Form to be effective, it must be in writing and signed or otherwise authenticated by Customer. Electronic and fax documents are considered to be in writing for this purpose. All terms and conditions set forth in this SAAS Subscription Agreement are automatically incorporated in, and deemed part of, each such Order Form.
Description of GP SAAS Services
(1) BASIC MONITORING. The GP SAAS Services include access by Customer through the GP SAAS Customer App-Based and Web-based Portal to the following features:
- God’s Park app [for parents’/children’s/leaders’ GP access of GP program in small gadgets]
- console.godspark.world [for admin and leader’s dashboard]
- funfaith.godspark.world [for laptop- or PC-access of God’s Park program]
- gpleader.godspark.world [for leaders’ platform to create in-house lessons]
- www.godspark.world [for GP website, agreements, subscriptions, and vital info]
(2) HOSTING AND MANAGEMENT SERVICES. The GP SAAS Services include the following managed services:
- Network administration, including communications between the Gateway and the network operations center through cellular wireless transmission or Customer provided Ethernet connection:
- Software administration
- Data administration
- Periodic over-the-air firmware upgrades
(3) AUTHORIZED USER LICENSE (WEB PORTAL). The Authorized User License for the number of Authorized Users set forth in the Quantity column above includes on-going hosting enabling access to the Portal.
(4) PORTAL AND GP PROCESS TRAINING. If these Services are purchased, Customer shall receive the number of days of onsite Portal and God’s Park Training set forth in the Quantity column of the Fees and Services table. Alternatively, Customer may elect to receive Portal and God’s Park Training remotely or through running tutorials provided in www.godspark.world.
(5) SUPPORT SERVICES. Support Services include remote, customer support during normal business hours and 24×7 for emergency support. Customer will designate one individual who will be the authorized point of contact for all technical support communications between Ichthys Digital Initiatives LLC and Customer at all times. Ichthys Digital Initiatives LLC will use commercially reasonable efforts to keep the GP SAAS System available on nearly a 24 hour a day, 7 day a week basis, via website access utilizing the Minimum Configuration, subject to occasional scheduled downtime (during non-working hours, for short periods of time, typically on Sundays and communicated in advance) for maintenance purposes, unforeseen maintenance
and systems outages, or routine testing of the GP Services. As used herein, “Minimum Configuration” means the minimum configuration of client hardware and software required to access the GP Services, which, shall be that users have an Internet connection and preferred browsers such as Mozilla Firefox and Google Chrome. For iPhones and Apple devices, it should be iPhone 6 and/or its higher version. For Android devices, it must have a minimum of 6 GB RAM.
Terms of Purchase and Use
PLEASE READ CAREFULLY BEFORE PURCHASING THE PRODUCTS AND USING THIS GP SAAS SERVICE. BY PURCHASING THE PRODUCTS, AND/OR ACCESSING AND USING THE GP SAAS SERVICE AND THE ASSOCIATED WEBSITE, APPLICATIONS AND TOOLS, YOU AGREE TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN. THESE TERMS OF PURCHASE AND USE FORM PART OF THE SAAS SUBSCRIPTION AGREEMENT AND TERMS OF SERVICE, WHICH YOU ARE REQUIRED TO ACCEPT IN CONNECTION WITH YOUR INITIAL AND ALL SUBSEQUENT PURCHASING OF THE PRODUCTS AND USE OF THE GP SAAS SERVICES.
Purchase of Products
You agree to purchase the Products consisting generally of the devices, software and firmware programs incorporated into the master controllers, and other equipment, parts and supplies shown in each Order Form that is completed and approved under God’s Park SAAS Subscription Agreement.
If the Order Form provides a schedule for delivery, the schedule is an estimate and is subject to availability of the Products, readiness of the site for installation, and scheduling of installers, as applicable. In the event the Products are not be available within a reasonable period of time of the scheduled delivery, you may at your option (a) terminate the purchase of undelivered Products, or (b) to accept postponement of delivery until such time as Service Provider can complete the delivery of the Products. In no event shall Service Provider be liable to you or any users for any delay or impact costs or damages associated with any late, partial or incomplete delivery.
Unless otherwise indicated in the Order Form, delivery of all Products will be F.O.B. manufacturer. All transportation, handling and insurance costs incurred in delivery will be charged to you. Ichthys Digital Initiatives LLC or its vendors may arrange for, and prepay, transportation, handling and insurance with the understanding that these charges will be invoiced to and paid by you. In addition, the expense for any special crating or handling required shall be your responsibility.
You may inspect the Products within ten (10) days after arrival and installation and conduct appropriate testing to ascertain whether the Products conform to their Specifications. Failure to notify Ichthys Digital Initiatives LLC within that period of time shall be considered acceptance of the Products. Any such acceptance shall be without prejudice to any warranties provided by the original manufacturer of the Products or maintenance terms purchased from Service Provider or such manufacturer. UPON ACCEPTANCE OF THE PRODUCTS, THE PURCHASE SHALL BE NON-CANCELLABLE AND IRREVOCABLE, AND PAYMENT DUE SERVICE PROVIDER SHALL BE UNCONDITIONAL. Unless otherwise indicated in the Order Form, you agree to be responsible for all site preparation, including workable, standard utility connections and procurement of necessary equipment or peripheral devices, and for installation of the Products.
If you reject any of the Products upon inspection, you agree to take responsibility for packaging and returning the Products to Ichthys Digital Initiatives LLC or the original manufacturer (as requested by Ichthys Digital Initiatives LLC), with delivery pre-paid by you, unless you are requested to hold the Products for repair or replacement.
You are advised that it is your responsibility to determine whether to purchase and pay for extended warranty service, maintenance, installation assistance, training or customer support available for the goods. If Ichthys Digital Initiatives LLC provides any such service in connection with the Products, Ichthys Digital Initiatives LLC does so on terms and prices provided in an Order Form completed and approved by Ichthys Digital Initiatives LLC.
Orders accepted by Ichthys Digital Initiatives LLC may not be canceled by you except with Ichthys Digital Initiatives LLC’s written authorization.
The Products are offered with the GP SAAS Services, but the Products may be used without the GP SAAS Services in case the GP SAAS Services are terminated or become unavailable for any purpose. You own the Products you purchase, regardless of whether the GP SAAS Services are obtained.
GP SAAS Services; Grant of Rights
If GP SAAS Services are obtained pursuant to an Order Form, Ichthys Digital Initiatives LLC grants you and your staff (collectively, the “Users”), for the Term of Service indicated in the Order Form, a limited, non-exclusive, terminable, non-transferable license to access and use the services, tools and applications provided through the GP SAAS Service subject to these Terms of Purchase and Use. The GP SAAS Service may include download areas and product information provided by Ichthys Digital Initiatives LLC or third-party vendors. All GP SAAS Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms of Purchase and Use. All rights not expressly granted to you and your Users pursuant to God’s Park SAAS Subscription Agreement are reserved to Ichthys Digital Initiatives LLC, and all uses of the GP SAAS Service not expressly permitted hereunder are prohibited.
Permitted and Prohibited Use
Limited Use. You and your Users may access the GP SAAS System and use the GP SAAS Services solely to support and operate in your internal business (i) the Products purchased by you from Ichthys Digital Initiatives LLC; and (ii) Ichthys Digital Initiatives LLC’s web-based monitor and control management portal (the “Portal”). Ichthys Digital Initiatives LLC reserves the right, in its sole discretion, to limit your and/or your Users’ use of the GP SAAS Services in the event that Ichthys Digital Initiatives LLC determines that your and/or your Users’ use thereof to be inconsistent with such purposes, and/or otherwise inconsistent with these Terms of Purchase and Use.
Prohibited Uses. You agree, for yourself and all your Users, as a condition of use of the GP SAAS Services, not to use the GP SAAS Services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You and your Users may not use the GP SAAS Service in any manner that could damage, disable, overburden, or impair any Ichthys Digital Initiatives LLC or subscriber server, or the network(s) connected to any Ichthys Digital Initiatives LLC or subscriber server, or interfere with any other party’s use and enjoyment of any of the GP SAAS Services. You and your Users may not attempt to gain unauthorized access to any part of the GP SAAS Services, other accounts, computer systems or networks connected to any Ichthys Digital Initiatives LLC or subscriber server or to any part of the GP SAAS Services, through hacking, password mining or any other means. You and your Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the GP SAAS Services. Except as expressly set forth herein, you and your Users may not (i) copy, reproduce, alter, modify, transmit, perform, create derivative works of, publish, sub-license, distribute, or circulate the GP SAAS Services, or any associated applications, tools or data thereof; (ii) disassemble, decompile, or reverse engineer the software used to provide the GP SAAS Services, or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the GP SAAS Services; or (iii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the GP SAAS Services’ control or security systems, or allow or assist a third party to do so. To wit, you and your Users understand that Ichthys Digital Initiatives LLC has disclosed or may disclose business, technical or financial information relating to Ichthys Digital Initiative LLC’s business
(hereinafter referred to as “Proprietary Information.”) Proprietary Information of Ichthys Digital Initiatives LLC includes non-public information regarding features, functionality and performance of the GP SAAS Services. Proprietary Information of Customer includes non-public data provided by Customer to Ichthys Digital initiatives LLC to enable the provision of the Services (“Customer Data”). The Customer agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the GP SAAS Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.
Ichthys Digital Initiatives LLC agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Customer can document (a) is or becomes generally public, or (b) was in its possession or known by it prior to receipt from Ichthys Digital Initiatives LLC, or (c) was rightfully disclosed to it without restriction by a third party, or (d) is required to be disclosed by law.
Suspension of Service. Ichthys Digital Initiatives LLC may at any time suspend (or require that you suspend) the access of Users to the GP SAAS Services and/or disable their Login Information in the event of violation of these terms and conditions. Grounds for doing are not limited but may include, for example, legal or regulatory reasons, investigation of suspicious activities, or action by authorities, or if Ichthys Digital Initiatives LLC or you have has reason to suspect any such User is engaged in activities that may violate these Terms of Purchase and Use, applicable laws, or subscriber policies, or are otherwise deemed harmful to Ichthys Digital Initiatives LLC, your organization, your and our respective network or facilities, or other Users. Ichthys Digital Initiatives LLC shall not be liable to any User for suspension of GP SAAS Service, regardless of the grounds.
Ownership; Subscriber and User Submissions
As between you and your Users and Ichthys Digital Initiatives LLC, the GP SAAS Services, any material or information provided pursuant to the GP SAAS Services, and any associated applications, tools or data, and all additions, modifications and improvements made or specified by Ichthys Digital Initiatives LLC, its agents or contractors, are the property of Ichthys Digital Initiatives LLC, and are protected by United States and international copyright, trademark and patent laws, as applicable. By using the GP SAAS Services, neither you nor your Users gain any ownership interest in such items.
Ichthys Digital Initiatives LLC does not claim ownership of the usage information you or your Users provide for the use and operation of the GP SAAS Services. Ichthys Digital Initiatives LLC and its vendors and contractors may use such information to operate and administer the GP SAAS Services. In addition, Ichthys Digital Initiatives LLC may retain, analyze, use and share such information in anonymous, filtered, or aggregate form for general business purposes.
Ichthys Digital Initiatives LLC reserves the right to upgrade, modify, replace or reconfigure the GP SAAS Services at any time, provided that you will be provided at least thirty (30) days’ advance notice for changes that materially and adversely affect any use of the GP SAAS Services. Ichthys Digital Initiatives LLC may also change the fee schedule, support terms, and service level agreements for the GP SAAS Services subject to at least thirty (30) days’ advance notice, except that the change will not apply for the remainder of the Term of Service to the amount and type of GP SAAS Services you have contracted for under existing Order Forms. Any such notice may be given and shall be effective if posted by Ichthys Digital Initiatives LLC in the “Subscriber Alert” section of Ichthys Digital Initiatives LLC website (www.godspark.world), or if provided in an email sent to your account representative, or if included in any amendment, extension or new version of this Agreement or any Order Form.
Links to Third Party Sites
The GP SAAS Service may provide links that allow you or your Users to leave Ichthys Digital Initiatives LLC ‘s site and/or access third party websites. The linked sites in many cases are not under the control of Ichthys Digital Initiatives LLC and Ichthys Digital Initiatives LLC is not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. Ichthys Digital Initiatives LLC is not responsible for webcasting or any other form of transmission received from any linked site. Ichthys Digital Initiatives LLC provides these links only as a convenience, and the inclusion of any link does not imply endorsement by Ichthys Digital Initiatives LLC of the site.
Use of Passwords and Internet
You are responsible for providing and administering usernames and passwords for all Users (the “Log-In Information”). Each Child-User must have a valid username and password for the purpose of accessing the GP SAAS Services. Each Leader-User and Parent-User must have a valid email and password for the purpose of logging in and/or accessing pertinent GP SAAS Services. You and your Users must keep all Log-In Information strictly confidential. Log-In Information may be used only by the assigned User and may not be shared or transferred without your consent and control.
You and your Users are responsible for maintaining the confidentiality of that User’s username, login and password. You and your Users are responsible for any and all activities that occur under all your Users’ accounts. You agree to notify Ichthys Digital Initiatives LLC immediately of any unauthorized use of your Users’ accounts or any other breach of security. Ichthys Digital Initiatives LLC will not be liable for any loss that you or a User may incur as a result of someone else using your Users’ passwords or accounts, either with or without the applicable Users’ knowledge.
Ichthys Digital Initiatives LLC does not guarantee the security of any information transmitted to or from you or any User over the Internet, including through the use of e-mail. Access to the Internet, if employed, is your and each User’s sole responsibility and the responsibility of Internet provider(s) you select. Ichthys Digital Initiatives LLC does not accept any responsibility for failure of service due to Internet facilities, including related telecommunications or equipment.
Communications from Ichthys Digital Initiatives LLC
Ichthys Digital Initiatives LLC may periodically contact you or Users for customer service purposes. By accessing the GP SAAS Services, you and each User consent to receive such communications. You agree that Ichthys Digital Initiatives LLC may reference its business relationship with you in its marketing or sales materials, which may include testimonials and feedback from users. For Pilot purposes, Ichthys Digital Initiatives LLC may collect evaluative information from users for furtherance of GP SAAS Services’ development and research.
Payment of Fees
You agree to pay at the time indicated in each Order Form all payments due from you thereunder. If not otherwise indicated in the Order Form, all payments are due fifteen (15) days from invoice. Customer may incur a periodic fee for downloading the GP app in Apple devices by virtue of the in-app purchase Apple policy for paid subscription.
You agree to accept responsibility for paying and reporting (a) all federal, provincial, state and local taxes, however designated, levied or based on account of the purchase price of the Products or GP SAAS Services or on account of your acquisition or ownership or use of the Products (exclusive only of taxes based on net income derived by Ichthys Digital Initiatives LLC), and (b) all foreign taxes, export or import tariffs, and custom duties, however designated, levied or based in connection with the sale conducted hereby, the purchase price of the Products and the GP SAAS Services, or your acquisition or ownership or use of the Products. You agree to hold Ichthys Digital Initiatives LLC harmless from all claims and liability arising in connection with Purchaser’s failure to report or pay such taxes.
You agree that Ichthys Digital Initiatives LLC and its assigns shall have a security interest in the Products until you have paid in full the total purchase price of those Products shown in each applicable Order Form. You agree that this agreement shall be a security agreement as defined by the Uniform Commercial Code in effect in the jurisdiction in which the Products are located and Ichthys Digital Initiatives LLC is authorized to execute and file financing statement or other recordings in order to document the security interest.
In the event that you default in any of the terms and conditions of God’s Park SAAS Subscription Agreement, including these Terms of Purchase and Use and any Order Forms completed and approved thereunder, or a petition for bankruptcy is filed by or against you, then, to the extent permitted by applicable law, Ichthys Digital Initiatives LLC shall have the right to exercise one or more of the following remedies: (a) To declare the entire amount of the unpaid total purchase price due and payable plus all service fees that would otherwise come due for the remainder of the Term of Service, together with interest thereon at the lesser of 18% per annum or the then highest allowable legal rate per annum; (b) Without demand or legal process, you authorize Ichthys Digital Initiatives LLC’s agents to enter into the premises where the Products may be found and take possession and remove the same and you specifically waive any claim or right of action for trespass or damages in connection with Ichthys Digital Initiatives LLC’s exercise of such right. Ichthys Digital Initiatives LLC shall have the right to sell, lease or retain the Products in complete or partial satisfaction of any outstanding claim and to retain all prior payments in respect of the purchase price or Products and previously accrued service fees. Notwithstanding the taking of possession by Ichthys Digital Initiatives LLC of the Products, you shall remain liable for the total purchase price for the Products and all service fees that would otherwise come due for the remainder of the Term of Service; and/or (c) to terminate this Agreement as to any or all of the Order Forms. All remedies of Ichthys Digital Initiatives LLC hereunder are cumulative and may, to the extent permitted by law, be exercised concurrently or consecutively and jointly or severally, and the exercise of any one remedy shall not be deemed to be an election of such remedy to preclude the exercise of any other remedy. No failure on the part of Ichthys Digital Initiatives LLC to exercise, and no delay in exercising any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by Ichthys Digital Initiatives LLC of any right or remedy hereunder preclude any other or further exercise of any partially exercised right or remedy.
Notices Specific to Software Available with the GP SAAS Services
Any software that is made available to download from the GP SAAS Services (“Software”) is the copyrighted work of Ichthys Digital Initiatives LLC and/or its suppliers. Use of the Software is governed by the terms of the end-user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). For piloting and/or final deployment purposes, there may be delays and limitations in the use of the Apple products in GP SAAS Services and in some instances, the structure of the GP SAAS Services may be adjusted in order to accommodate stringent Apple Guidelines. In some cases, you or a User may be unable to install any Software that is accompanied by or includes
a License Agreement, unless you first agree to the License Agreement terms.
The Software so provided is made available for download solely for use according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law, and may result in civil and criminal penalties. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE LICENSE AGREEMENT ACCOMPANYING SUCH SOFTWARE.
RESTRICTED RIGHTS LEGEND. Any Software which is downloaded from the Services for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software — Restricted Rights at 48 CFR 52.227-19, as applicable.
Termination of the SAAS Subscription Agreement; Effect of Termination or Expiration
In the event that you breach any term of God’s Park SAAS Subscription Agreement, or you or your Users breach these Terms of Purchase and Use, and such breach is not cured within 10 days after receipt of notice thereof from Ichthys Digital Initiatives LLC, Ichthys Digital Initiatives LLC may terminate God’s Park SAAS Subscription Agreement in whole or in part immediately upon written notice to you. Notwithstanding the foregoing, there shall be no cure period for any Event of Default that is not curable.
Upon expiration or prior termination of God’s SAAS Subscription Agreement, all rights granted herein shall revert to Ichthys Digital Initiatives LLC. All access to and use of the GP SAAS Services by Users must then cease, and all materials, applications and tools downloaded from the GP SAAS Service must be erased, deleted, or destroyed.
No Warranties, Limitation of Liability
To the extent that the original manufacturer is not Ichthys Digital Initiatives LLC or its affiliates and such manufacturer makes any warranties covering the Products, Ichthys Digital Initiatives LLC assigns those warranties to you, subject to the conditions and limitations provided by the manufacturer. Ichthys Digital Initiatives LLC will cooperate with you, at your cost, to process any warranty claim, but Ichthys Digital Initiatives LLC assumes no other responsibility for such warranties.
THE FOREGOING ASSIGNMENT OF WARRANTIES IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES PERTAINING TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS WARRANTY ARISING FROM ANY DESCRIPTION OR SPECIFICATION PROVIDED FOR THE PRODUCTS, OR ANY SAMPLE OR MODEL PRESENTED TO YOU OR YOUR REPRESENTATIVES, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR TITLE. YOUR EXCLUSIVE REMEDY FOR ANY CLAIM BASED ON THE CONDITION, PERFORMANCE, DEFECT OR NON-CONFORMITY OF THE PRODUCTS SHALL BE TO MAKE A CLAIM TO THE ORIGINAL MANUFACTURER FOR THE WARRANTIES (IF ANY) PROVIDED BY THE ORIGINAL MANUFACTURER.
THE GP SAAS SERVICES AND ANY TOOLS, APPLICATIONS, INFORMATION OR MATERIALS PROVIDED TO YOU IN CONNECTION WITH THE GP SAAS SERVICES ARE PROVIDED “AS IS,” AND ALL WARRANTIES OF ANY KIND, PAST OR PRESENT, WHETHER STATUTORY, COMMON-LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RESULTS OR OUTPUT, SECURITY AND, EXCEPT AS MAY BE OTHERWISE STATED IN THIS AGREEMENT, NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. GP SAAS DOES NOT GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR ACCURACY OF THE GP SAAS SERVICES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ICHTHYS DIGITAL INITIATIVES LLC OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF GP SAAS’S OBLIGATIONS HEREUNDER. IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE FOR ANY LOST OR CORRUPTED DATA, DOWNTIME, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, INCLUDING NEGLIGENCE.
Ichthys Digital Initiatives LLC and its affiliates shall not be liable for loss, injury or damage of any kind to any person or entity resulting from any use, condition, performance, defect or failure in the Products or the GP SAAS Services. You and your Users release and waive all claims against Ichthys Digital Initiatives LLC, its parent, subsidiaries, affiliated companies, agents or content providers, and the directors, trustees, officers, shareholders, employees, agents and representatives of each of the foregoing (the “Service Provider Group”), from any and all claims, damages, liabilities, costs and expenses arising out of your and your Users’ use of the Products and the GP SAAS Services. California residents waive any rights they may have under §1542 of the California Civil Code, which reads: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You and your Users agree to release unknown claims and waive all available rights under California Civil Code §1542 or under any other statute or common law principle of similar effect. To the extent permitted by applicable law, this release covers all such claims regardless of the negligence of the Service Provider Group.
You represent and warrant that (i) you have full power and authority to enter into God’s Park SAAS Subscription Agreement, and to agree to all the terms and conditions contained therein and in these Terms of Purchase and Use; (ii) only you and your Users shall per permitted to access the GP SAAS Services and any related tools, applications, information and materials provided in connection with the GP SAAS Services; and (iii) you shall obtain and maintain in effect all permits, licenses and authorizations necessary for the purchase and intended use of the Products and the GP SAAS Services.
By accessing and/or using the GP SAAS Services, Users agree to report to Ichthys Digital Initiatives LLC all claims or suspected claims of copyright or other infringement of Ichthys Digital Initiatives LLC’s intellectual property or other proprietary rights. Claims of infringement should be directed to God’s Park Legal Department, 189 Main Street, Ridgefield Park, NJ 07660.
If you believe that any information on the GP SAAS Site infringes on your copyright, you should notify Ichthys Digital Initiatives LLC of your claim in accordance with the following procedures. Ichthys Digital Initiatives LLC will process notices of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable copyright laws. The DMCA requires that notification of claimed infringement be in writing and provided to Ichthys Digital Initiatives LLC’s
To be effective, the notice of infringement must contain the following information: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) 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 the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Failure to perform by reason of any law, natural disaster, labor controversy, encumbered intellectual property right, war or any similar event beyond a party’s reasonable control shall not be a breach hereof. Ichthys Digital Initiatives LLC shall not be liable for any loss or damage of any kind or for any consequences thereof resulting from delay or inability to deliver caused by strikes, lockouts, fire, theft, shortage, inability to obtain materials or shipping space, breakdowns, delays or carriers, manufacturers, or suppliers, acts of God, governmental statutes, proclamations or regulations, riot, civil commotion, war, malicious mischief, receipt of necessary information from Purchaser, or by any cause beyond your reasonable control.
You acknowledge and agree that the GP SAAS Services and the tools, applications, information and materials provided in connection with the GP SAAS Services possess a special, unique and extraordinary character that makes difficult the assessment of the monetary damages that would be sustained as a result of unauthorized use, and that unauthorized use may cause immediate and irreparable damage to Ichthys Digital Initiatives LLC or other Subscribers for which Ichthys Digital Initiatives LLC or such other Subscribers would not have an adequate remedy at law. Therefore, you agree that, in the event of such unauthorized use, in addition to such other legal and equitable rights and remedies as may be available to Ichthys Digital Initiatives LLC, Ichthys Digital Initiatives LLC shall be entitled to injunctive and other equitable relief without the necessity of proving damages or furnishing a bond or other security.
This Agreement shall be construed and enforced under the laws of the State of New Jersey, USA without reference to the choice of law principles thereof. User hereby consents to and submits to the jurisdiction of the federal and state courts located in the State of New Jersey, USA. User waives any defenses based upon lack of personal jurisdiction or venue, or inconvenient forum.
If any provision herein is unenforceable, then such provision shall be of no effect on any other provision hereof.
No waiver of any breach hereof shall be deemed a waiver of any other breach hereof.
Section headings are provided for convenience only, and shall not be used to construe the meaning of any section hereof.