GPXchange.com: Terms of Use

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Terms of Use

Welcome to www.GPXchange.com. GPXchange.com (the "Site") is operated by Offroute, Incorporated ("Offroute"). Please review the following terms and conditions concerning your use of the Site. By accessing, using or downloading any materials from the Site, you are indicating your agreement to the terms of this use agreement and all revisions thereof.

General Information
Offroute does not guarantee the accuracy or timeliness of the information available on this Site. You are solely responsible for verifying the accuracy of any information available on this Site. Offroute may make improvements and/or changes in the products, services, programs, and prices described in this Site at any time without notice. Offroute may revise these terms of use at any time by updating this posting. You should review this page from time to time to review the then-current terms because you are bound by these terms. Certain provisions of these terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site. Any rights not expressly granted herein are reserved by Offroute.

Adults Only
This site is available only to individuals who can form legally binding contracts under applicable law.

License to Use Site
Offroute hereby grants You a non-exclusive, non-transferable, revocable license to view and use the Site in accordance with this Agreement and any guidelines or policies posted on the Site. Offroute reserves the right to suspend or revoke, in its sole discretion, the license hereunder and to prevent You from accessing all or any portion of the Site with or without notice or reason and without liability on the part of Offroute. The Site and all content available on the Site are protected by applicable intellectual property laws, and are for personal and noncommercial use. All rights not expressly granted in this Agreement are reserved by Offroute or by the respective owners of the intellectual property rights. All materials available on or through the Site, other than Third Party Submissions (collectively, the “Site Materials”) are the property of Offroute or of its licensors and are protected by copyright, trademark, and other intellectual property laws. Offroute reserves the right to impose additional terms and conditions upon Your use and viewing of particular Site Materials, and any such terms and conditions may be posted on the Site in connection with those Site Materials. You may not reproduce or retransmit the Site Materials, in whole or in part, in any manner, without the prior written consent of the owner of such materials, except as follows: You may make a single copy of the Site Materials solely for Your personal, noncommercial use, but such copying must be consistent with any applicable additional terms and conditions and You must preserve any copyright, trademark, or other notices contained in or associated with such Site Materials. You may not distribute such copies to others, whether or not in electronic form and whether or not for a charge or other consideration, without prior written consent of the owner of such materials. If you breach any of these terms and conditions, your permission to use the Site will automatically terminate and you must immediately destroy or delete any downloaded or printed Materials.

License to Submissions
As a User, You will be allowed to post information, data and text to publicly accessible and limited-access areas of the Site. You are not allowed to post logos, seals or slogans from third parties on any part of the Site unless they are provided by Offroute or you have sought and received express permission from Offroute to display such logo, seal or slogan. In order to operate the Site, Offroute must have certain rights. Consequently, when You post information, text, files, links, attachments, software or other materials ("Content") to publicly visible areas of the Site, You are granting, or warranting that the owner of such Content has expressly granted, a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such Content (in whole or in part) and/or to incorporate such Content in other works in any form, media or technology now known or later developed.

Posting Information
You and not Offroute, are entirely responsible for all content that you upload, post or otherwise transmit via the Site. You agree to provide true, accurate and complete information as prompted by any registration form, and maintain and update such information to maintain its truth, accuracy and completeness. Whenever You post any information on or to the Site You agree to provide accurate information. Offroute reserves the right to terminate Your account upon the discovery that the information You provided or posted is not complete or accurate. Offroute is not legally responsible for any remarks, information or other Content posted or made available on its Site by any User or third party, even if such information or Content is defamatory or otherwise legally actionable. Offroute is not responsible for and does not monitor or censor Content for accuracy or reliability. However, Offroute reserves the right to remove or restrict access to any information or Content posted or made available on its Site by its users or any third party if ordered to do so by a court or if Offroute considers such information or Content to be in violation of its Use Agreement or posted rules or policies, including information or Content We consider to be obscene, lewd, lascivious, filthy, excessively violent, harassing, illegal, overly disparaging or deprecating of Offroute, users or other entities.

User Responsibilities
You agree NOT to do any of the following while using the Site:

Violate any applicable law or regulation;
Post or transmit any Content that You do not have the right to post or transmit under any law, contractual duty or fiduciary relationship;
Post or transmit any Content that infringes a third party's intellectual property rights or rights of publicity or privacy;
Post or transmit any Content that is unlawful, untrue, fraudulent, harassing, libelous, defamatory, abusive, tortuous, threatening, pornographic, harmful (including but not limited to viruses, corrupted files, or any other similar software or programs), overly disparaging or deprecating of Offroute or other users or otherwise objectionable;
Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
Tamper with postings of other users;
Post logos, seals or slogans from third parties on any part of the Site unless they are provided by Offroute;
Solicit or gather any user's information available from the Site, such as other users' names and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, "junk mail", "Spam" or "chain letters;
Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site;
Post false or misleading information;
Frame or link to the Site except as permitted in writing by Offroute;
Impersonate or misrepresent yourself or Your affiliation with any person or entity.

Indemnity
You agree to indemnify and hold Offroute, its officers, employees, agents and volunteer administrators harmless against any and all losses, claims, damages, and expenses (including reasonable attorneys’ fees) that Offroute may incur in connection with: (a) Your breach of any of the terms of this Agreement; or (b) Your use of the Site.

NO WARRANTIES
Neither Offroute, nor any successor, predecessor, agent, officer, or employee of Offroute, warrants the accuracy, reliability, or timeliness of any information or downloads published to or otherwise accessible via the Site (“Site Information”). Offroute will not be liable for any damage or loss caused by Your reliance on the accuracy, reliability, or timeliness of Site Information. Because of the number of possible sources of information available through the Site, and the inherent hazards and uncertainties of electronic distribution, there may be delays, omissions, or inaccuracies in the Site Information. The Site Information may include facts, views, opinions, and recommendations of individuals and organizations. Offroute does not endorse, assert, or guarantee the truthfulness or reliability of any such facts, views, opinions, or recommendations, nor any statements made by persons other than authorized Offroute spokespersons, including, without limitation, information contained in the forum areas of the Site. The Site may also contain links to one or more internet sites outside of the Site. Offroute is not responsible for the content of such outside internet sites and does not warrant the accuracy, reliability, or timeliness of any information or downloads posted on or obtained from such outside internet sites. You rely on the Site Information, as well as information found on outside internet sites linked to the Site, at Your own risk.

THE SITE, INCLUDING WITHOUT LIMITATION THE SITE INFORMATION AND ALL OTHER CONTENT PROVIDED ON THE SITE, ARE PROVIDED TO YOU “AS IS”, AND YOU ASSUME THE ENTIRE RISK AS TO YOUR USE OF THE SITE, THE SITE INFORMATION AND THE RESULTS AND PERFORMANCE OF THE SITE. OFFROUTE HEREBY DISCLAIMS ALL WARRANTIES, DUTIES OR CONDITIONS (IF ANY), WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE SITE OR ANY CONTENT PROVIDED ON THE SITE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND LACK OF NEGLIGENCE. OFFROUTE GIVES NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SITE, AGAINST INFRINGEMENT, OR AS TO TITLE, OR THAT INFORMATION PROVIDED ON THE SITE, THE SITE ITSELF, OR OFFROUTE’S EFFORTS, WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. FURTHERMORE, OFFROUTE GIVES NO WARRANTIES AS TO THE AVAILABILITY OF THE SITE AT ANY PARTICULAR TIME; FUNCTIONALITY; TIMELINESS OF SERVICES; ACCURACY OR CURRENCY OF CONTENT; LACK OF VIRUSES; OR ANY OTHER WARRANTY.

LIMITATION OF DAMAGES
TO THE FULLEST EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE FORM OR CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM, YOU AGREE THAT OFFROUTE, ITS OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEER ADMINISTRATORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, DIRECT, OR OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE OR THE SITE INFORMATION, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF THE REMEDIES OTHERWISE PROVIDED UNDER THIS AGREEMENT, AT LAW, OR IN EQUITY, FAIL OF THEIR ESSENTIAL PURPOSE. THIS LIMITATION AND EXCLUSION OF DAMAGES INCLUDES BUT IS NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE OR NEGLIGENT MISREPRESENTATION, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, EVEN IN THE EVENT OF THE FAULT OF OFFROUTE, OF TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY.

SHOULD A COURT OF COMPETENT JURISDICTION DETERMINE THAT THE LIMITATION ABOVE IS NOT LEGALLY VALID, OFFROUTE, ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEER ADMINISTRATOR'S LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING ANY TERMS AND CONDITIONS REFERENCED IN THIS AGREEMENT) INCLUDING FOR ANY DIRECT DAMAGES ARISING FROM YOUR RELIANCE ON SITE INFORMATION, WILL BE LIMITED TO U.S.$10.00 OR THE AMOUNT OF DIRECT DAMAGES INCURRED BY YOU IN RELIANCE ON THIS SITE OR ON SITE INFORMATION, WHICHEVER IS LESS. YOU AGREE THAT THIS IS YOUR SOLE AND EXCLUSIVE REMEDY AND YOU HEREBY RELEASE OFFROUTE, ITS OFFICERS, EMPLOYEES, AGENTS AND VOLUNTEER ADMINISTRATORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS OR DEMANDS IN EXCESS OF THE LIMITATION.

California Law
This Agreement is governed by the law of the state of California, U.S.A. You consent to jurisdiction of and venue in the courts in Nevada County California, U.S.A. in all disputes arising out of or in connection with this Agreement. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement. Offroute’s performance under this Agreement is subject to all applicable laws and regulations, and You agree that Offroute may comply with law enforcement or regulatory requests or requirements notwithstanding any contrary term of this Agreement.

Attorney’s Fees
In any formal action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, Offroute will be entitled to recover its costs, including reasonable attorneys’ fees.

Changes to this Agreement
Offroute reserves the right to revise the terms of this Agreement at any time and from time to time. Each time You use the Site, You are bound by the version of this Agreement that is in effect and posted on the Site at the time of Your use. Please review them.

Severability; No Waiver; Entire Agreement.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the parties agree that the remaining provisions of the Agreement will remain in full force and effect, and the allocation of risk described herein will be given effect to the fullest extent possible. Offroute’s failure to act with respect to a breach by You or others does not constitute a waiver of Offroute’s right to enforce its rights with respect to subsequent or similar breaches. This Agreement, along with any Site guidelines or policies posted on the Site or otherwise provided to You by Offroute, constitutes the entire agreement between You and Offroute with regard to Your use of the Site.

GPXchange.com and GPXchange are trademarks of Offroute, Inc. Copyright 2005. All rights reserved. Site Content Copyright Offroute, Inc. 2005. All rights reserved.

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