Passport Systems™ Terms of Use – Passport Systems Inc.

(Revised and Effective – June 26, 2014)

These Terms of Use govern your use of the Passport Systems website, www.passportsystems.com (the “Site”). By accessing and continuing to use the Site after having an opportunity to review these Terms of Use, you accept the Terms of Use in their entirety and without modification. These Terms of Use constitute a binding agreement between you and Passport Systems Inc. (“Passport,” “we,” “us,” “our”). If you do not agree with these Terms of Use, please do not use the Site.

We may amend these Terms of Use by posting an amended version on the Site. By continuing to use the Site following such amendment, you agree to the Terms of Use then posted.

1. License to Use Site.

Subject to and conditional upon your compliance with these Terms of Use, we provide you with access to the Site and grant to you a limited, non-exclusive, non-transferable, right and license to use certain services and functionality that we may make available to you from time to time via the Site.

2. User Responsibilities; Prohibited Conduct.

These Terms of Use permit you to use the Site for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Site, except as follows:

Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
You may store files that are automatically cached by your Web browser for display enhancement purposes.
You may print [or download] one copy of a reasonable number of pages of the Site for your own personal, non-commercial use and not for further reproduction, publication or distribution.

You alone are responsible for any communication, message or other content that you post, upload, submit, transmit or share on or via the Site, including without limitation any data, questions, comments, ideas, suggestions or the like (collectively “User Communications”). We do not endorse or sponsor any such User Communications submitted by you or other users of the Site. We reserve the right to terminate, restrict and/or prohibit your use of the Site (including removal of User Communications), in whole or in part, if we determine, in our sole discretion, that you are violating these Terms of Use, or applicable law, rule, regulation or order or that your conduct is harmful to us, our interests or the interests of another user, a third-party provider, service provider or any other third party.

Subject to the terms and conditions set forth in our Privacy Policy, all User Communications will be treated as non-confidential and nonproprietary information. Accordingly, please do not post, upload, submit or share any User Communications you wish to be kept confidential or for which you expect compensation, acknowledgment or attribution.

You represent and warrant that your User Communications will not: (a) be false, inaccurate or misleading; (b) infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation (including without limitation consumer protection, unfair competition, anti-discrimination and false advertising); (d) be libelous, threatening, defamatory, harassing, obscene or contain any kind of pornography; (e) contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (f) create liability for us or cause us to lose (in whole or in part) the services of our Internet service providers or other suppliers; or (g) interfere with the ability of others to enjoy our Site.

Additionally, you represent and warrant that you will not: (h) use any data mining robots, spiders or similar data gathering or extraction methods; (i) violate or attempt to violate the security of the Site; (j) reverse engineer or decompile any part of the Site; (k) aggregate, copy or duplicate any of the Content or information available via the Site, other than as permitted by these Terms of Use; (l) share with a third party any login credentials to the Site; or (m) access data or any part of the Site not intended for you.

3. Proprietary Rights.

The Site and all text, audio, video, pictures, music, images, graphics, information, data, content, and other material displayed on or downloadable from the Site (the “Content”) are the property of, or used with permission by, Passport and are protected by copyright, trademark and other laws and may not be used except as permitted in these Terms of Use or with the prior written permission of the owner of such material. You may not modify the Content in any way or reproduce or publicly display, perform, distribute or otherwise use any such Content for any public or commercial purpose. Any unauthorized use of Content may violate copyright laws, trademark laws, laws of privacy and publicity, or other laws, rules and regulations. You may not remove any copyright, trademark or other proprietary notices from the Site or any Content. All rights to Content not expressly granted herein are reserved by and to the respective owners of such Content.

Certain trademarks, trade names, service marks and logos, icons and domain names used or displayed on the Site are registered and unregistered trademarks, trade names and service marks owned by us and/or our affiliates. Other trademarks, trade names and service marks used or displayed on the Site are the registered and unregistered trademarks, trade names and service marks owned by their respective owners and used with permission by us. Nothing grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service marks or logos displayed on the Site without our written permission or the written permission of such third-party owner.

You have and shall retain ownership of your User Communications, provided, however, that you hereby grant to us and our affiliates and/or designees, an unlimited, perpetual, transferrable, fully paid up, royalty-free, irrevocable, worldwide license to use your User Communications in any and all media now known or hereafter to become known for our customary business purposes, without the need for any acknowledgment, compensation or attribution. You declare and warrant to us that you are entitled to transmit, use or post User Communications and have all relevant licenses and consents from any relevant third parties. Further, we and our affiliates are free to use any ideas, concepts, know-how or techniques contained in any User Communication you send via the Site for any purpose whatsoever including without limitation developing, marketing and providing products and services.

4. Privacy Policy.

Use of the Site is governed by our Privacy Policy, which is incorporated into these Terms of Use by this reference.

5. Discontinuance, Modification & Restrictions; Remedies

We reserve the right to withdraw or amend this Site, and any Content, service or material we provide via the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users.

Without limiting any other rights or remedies, in the event that we determine, in our sole discretion, that you have breached any portion of these Terms of Use, or have otherwise demonstrated conduct that we deem to be inappropriate or unacceptable in our sole discretion, we reserve the right to (i) warn you via e-mail that you have violated the Terms of Use; (ii) delete any User Communications; (iii) temporarily or permanently discontinue your access to the Site, (iv) notify and/or send content to and/or fully cooperate with law enforcement authorities for further action; and/or (v) any other action we deem to be reasonably appropriate.

6. Links.

From time to time, the Site may contain links to third-party websites. We are not responsible for those websites or the parties that control them. All such links to third-party sites are provided solely as a convenience to you. If you use these links, you will leave our Site and no longer be governed by these Terms of Use or our Privacy Policy. We are not liable for the content, quality, suitability, functionality or legality of any such sites. You hereby waive any claim you might have against us with respect to such sites and their operators. Services or merchandise ordered through these links are not affiliated with us. All matters concerning such merchandise and services are solely between you and the merchants with whom you do business.

7. Disclaimer of Warranties.

YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR FREE.

THE WARRANTY DISCLAIMERS SET FORTH IN THIS SECTION 7 DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS

8. Limitation of Liability.

IN NO EVENT WILL PASSPORT, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

9. Indemnification

UNLESS PROHIBITED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS EACH OF PASSPORT, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM OR RELATED TO (1) YOUR USE OF THIS SITE, (2) THE VIOLATION OF THESE TERMS OF USE BY YOU, OR (3) THE INFRINGEMENT BY YOU, OR ANY OTHER USER USING YOUR ACCOUNT, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY. IF YOU ARE OBLIGATED TO INDEMNIFY US HEREUNDER, WE MAY, IN OUR SOLE DISCRETION, (1) CONTROL THE DEFENSE AND DISPOSITION OF ANY SUCH CLAIMS AT YOUR SOLE COST AND EXPENSE OR (2) REQUIRE YOU TO DEFEND PASSPORT WITH COUNSEL OF OUR CHOOSING. WITHOUT LIMITING THE FOREGOING, YOU MAY NOT SETTLE, COMPROMISE OR IN ANY OTHER MANNER DISPOSE OF ANY THIRD-PARTY CLAIM WITHOUT OUR CONSENT.

10. Confidentiality.

You acknowledge and agree that in connection with your use of the Site, you may have access to non-public information (“Confidential Information”), which Confidential Information is owned by and proprietary to Passport. You will use the same care to protect the confidentiality of the Confidential Information as you use for your own similar information but in no event less than reasonable care. You will use Confidential Information only for the purpose of using the Site as permitted by these Terms of Use. You will promptly return, provide a copy of, or destroy the Confidential Information upon request.

11. Governing Law.

These Terms of Use and your use of the Site will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to its conflicts of law provisions. By accessing or using the Site, you consent and submit to the exclusive jurisdiction and venue of the state and federal courts located in Massachusetts. A printed version of these Terms of Use will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

12. Disputes.

You are solely responsible for your interactions with other users of the Site. We reserve the right, but not the obligation, to monitor disputes between you and other users.

You may not take legal action against Passport without first (a) sending us, via registered mail or national overnight courier service, a detailed written description of the facts and law out of which your claim arises; and (b) negotiating with us, in good faith, for not less 30 days, toward resolution of the dispute. Any such notice of a dispute must be sent to the address listed on the Contact Us page, and must be received by us within 90 days of a scenario that first gives rise to a dispute.

13. Force Majeure.

We will not be liable for failure or delay in performing our obligations because of causes beyond our reasonable control, including without limitation acts of God, terrorism, war, riots, fire, earthquake, flood or degradation or failure of third party networks or communications infrastructure.

14. Additional Terms.

From time to time, we may supplement these Terms of Use with additional terms pertaining to specific content or services (“Additional Terms”), which Additional Terms may be placed on the Site to be viewed in connection with the specific content or services and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into the Terms of Use.

15. Miscellaneous.

In the event that any provision of these Terms of Use conflicts with applicable law, rule, regulation or order or if any provision is held invalid by a court with competent jurisdiction, then such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties, and the remainder of these Terms of Use will remain in full force and effect. Any failure by Passport to insist upon or enforce strict performance of any provision of these Terms of Use or to exercise any right under these Terms of Use will not be construed as a waiver or relinquishment of our right to assert or rely upon any such provision or right in that or any other instance, rather, the same will be and remain in full force and effect.

You represent to us that you have the authority to access and use the Site according to these Terms of Use. These Terms of Use and any Additional Terms (as such terms shall be identified when posted on the Site) constitute the entire understanding between the parties as to the subject matter hereof, and supersede all prior agreements and understandings. You consent to receive communications from us electronically. We may communicate with you by email or by posting notice on this Site. You agree that any notices, disclosures, amendments or other communications provided to you electronically satisfy any requirement, legal or otherwise, that such communication be in writing.

16. Contact.

We welcome your comments and questions. Please contact us at: info@passportsystems.com