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Terms of Service

(Last updated May 1, 2011)

The following describe the terms and conditions for using the GEM InSight service.

1.     The Service

GEM InSight (the "Company") offers GEM (the "Service") according to the terms of service (the "Terms of Service" or the "Agreement") declared below. By using the Service, you are agreeing to be legally bound by these Terms of Service. If at any time you are not willing to be bound by all of these Terms of Service, then you must not use the Service. Violation of any terms will result in termination of your account and/or subscription. Questions about the Terms of Service may be sent to support [at] GEMInSight [dot] com.

The Company offers the Service to allow a party (the “Subscriber”) to create and manage a community of users (the “Account Holders” or the “Accounts”), hosted by the Company, where information is shared for the Subscriber’s purposes. Additional terms for a Subscriber’s use of the Service (the “Subscription”) are detailed in the section ’Additional Subscriber Terms’ below.

The Company reserves the right to update and change these Terms of Service from time to time, and to change the scope or features of the Service from time to time. Although the Company will use reasonable efforts to notify you of changes when commercially practical, it reserves the right to make such changes without notice. If you continue to use the Service after any such changes, with or without notice, you will be considered to have consented to them. You can always review the most current version of the Terms of Service at http://GEMInSight.com/tos.

You agree to use the Company’s Information, as defined below, solely for the purposes of using the Service and to keep the Information confidential using all reasonable precautions including, but not limited to, precautions no less stringent than those employed by the Company to protect its own Information. You shall not disclose to any third party or otherwise use or disclose Information, other than by using the Service, without the prior written consent of the Company. The restrictions regarding the disclosure of Information do not extend to any item of Information which (a) is now or later becomes available in the public domain without your fault; (b) is disclosed or made available to you by a third party without restrictions and without breach of any relationship of confidentiality; or (c) was independently developed by you without access to the Company’s Information. For purposes of this Agreement, "Information" shall mean all commercially valuable, proprietary and confidential information and trade secrets with respect to the Company’s business, products, and services, including, but not limited to, all information regarding the Service and all information retrieved or submitted by you under your Account while using the Service.

The Company reserves the right to modify, suspend, or discontinue the Service for any reason, with or without notice.

The Company reserves the right to modify any prices of the Service (such as the subscription fees). The Company agrees to provide 30 days notice of any price change, posted to the Service or emailed to all active Subscribers.

2.     Your Account

To use the Service, you will register for, or be provided with, an account (the “Account”) with a Subscriber. Your Account will be accessed through a user ID and password, or similar identification and authentication means (your "Account Identification"), that you will create or be provided with, and are responsible to maintain confidentially.

You are responsible for using the Service in a private and secure manner. You are fully and solely responsible for all activities that occur under your Account Identification. The Company and its Subscribers are not liable for any damage or loss due to unauthorized Account access resulting from your actions, such as sharing your Account password or not logging out of the Service.

You must be 18 years old or older to participate in the Service. The Company can refuse registration of, or cancel an Account in its sole discretion, at any time.

You agree not to access the Service by any means other than through the interface that is provided by the Company for use in accessing the Service.

You may not register Accounts with unauthorized automated methods ("bots"). You may not use the Service to distribute unsolicited email ("spam") or malicious content such as viruses or worms. You may not use the Service for any illegal activity or to violate laws in your jurisdiction. You may not exploit the Service to access unauthorized information.

You may cancel your Account at any time by contacting the Subscriber with which you hold your Account. The Company and the Subscriber reserve the right to keep all information submitted or created in connection with your Account while it was open, in accordance with local laws.

The Subscriber reserves the right to suspend or terminate your Account at any time for any reason, and is not liable for any damage or loss resulting from such suspension or termination.

The Company reserves the right to suspend or terminate your Account if the Company, in its sole discretion, determines that you violated these Terms of Service or you are, or are alleged to be, in violation of any law, rule or regulation or of any third party's rights, or otherwise exposes the Company to any liability. The Company will make a commercially reasonable effort to promptly notify the Subscriber of any suspension or termination of its Account Holders.

If you are an individual acting as a representative of a corporation or other legal entity which wishes to use the Service, then you represent and agree that you have the authority to accept these Terms of Service on behalf of such corporation or other legal entity and that all provisions of these Terms of Service will bind that corporation or other legal entity as if it were named in these Terms of Service in place of you.

3.     Content and Intellectual Property

The Company owns the Service as a whole, including but not limited to all computer code, design, artwork, user interfaces, functionality, documentation, and audiovisual content used to provide the Service, and the combination of all the elements on the Service. The Company owns intellectual property rights to any protectable part of the Service, including but not limited to the design, artwork, functionality, and documentation. You may not copy, modify, or reverse engineer any part of the Service owned by the Company. The Service as a whole, the computer code and functionality of the Service, the user interface, design, and graphic elements are all copyrighted works of the Company.

The Company shall own and retain all right, title, and interest in and to its web-based channel for collaborative product innovation (the “Platform”) used to provide the Service. You agree not to copy, alter, modify, or create derivative works of the Platform or otherwise use the Service in any way that violates the use restrictions contained in this Agreement. Except as otherwise expressly set forth herein, the Company does not grant to you any license, express or implied, to the intellectual property of the Company or its licensors. You understand that the Platform and the Service are trade secrets of the Company.

You acknowledge that any text, images, audiovisual or other form of information, and the intellectual property in that information (collectively, "Content") posted on the Service by you automatically become, immediately upon posting, the property of the Subscriber managing your Account. By posting Content to the Service, you hereby represent and warrant that you have the right to post that Content and to grant the foregoing rights to the Subscriber.

You understand that neither the Company nor the Subscriber managing your Account has any obligation, either express or implied, to act on or use your posted Content and that no compensation or reimbursement is due to you or anyone else for any use of your posted Content, related ideas or ideas derived from your posted Content. You understand that the Subscriber managing your Account assumes no obligations, including, but not limited to, any obligation of confidentiality, express or implied, with respect to any of your posted Content, and that the Subscriber may have something similar to your posted Content already under consideration or in development. In the absence of a separate formal contract between you and the Subscriber, your rights to your posted Content shall be limited to those existing under the patent laws of the United States.

You may only use Content posted by others within the context of using the Service and in accordance with these Terms of Service.

Each Subscriber has the rights to edit any of its content on the Service and remove any of its Content from the Service, at its sole discretion.

The Company reserves the rights to edit any Content on the Service and remove any Content from the Service if the Company, in its sole discretion, determines that such Content is in violation of these Terms of Service, or is, or is alleged to be, in violation of any law, rule or regulation or of any third party's rights, or otherwise exposes the Company to any liability, or is otherwise objectionable. The Company will make a commercially reasonable effort to promptly notify the Subscriber of any edits or removal of its Content.

You agree to not:

  • post any Content that is unlawful, harmful, offensive, abusive, threatening, tortious, libelous, vulgar, defamatory, obscene, hateful, or racially, ethnically or otherwise objectionable, that violates any party's intellectual property, privacy, or other rights, or that is detrimental to the quality or intended spirit of the Service;
  • impersonate any person or entity, or falsely state or otherwise misrepresent or imply your affiliation or degree of affiliation with a person or entity;
  • disclose personal or proprietary information of another party, person or organization;
  • post any Content that contains advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation without prior approval by the Company or the Subscriber managing your Account.

The Company and the Subscriber managing an Account have the right (but not the obligation) to limit or revoke the use privileges of the Account of anyone who violates these Terms of Service.

The Company cannot control all Content posted by third parties to the Service, and does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service you may be exposed to Content that you may find offensive, indecent, incorrect or objectionable, and you agree that under no circumstances will the Company be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of any Content. You understand that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. You can report objectionable materials to support [at] GEM InSight [dot] com.

The Company is not liable for any damages or losses resulting from the Service transmitting information such as invoices and personal messages over unencrypted networks such as email.

The Company respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the Accounts of users who repeatedly infringe others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Company's copyright agent:

  • an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  • a description of the copyrighted work or other intellectual property that you claim has been infringed;
  • a description of where the material that you claim is infringing is located on the site;
  • your address, telephone number, and email address;
  • a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.

The Company's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail:
Copyright Agent
GEM InSight, Inc.
50 Angelica Dr.
Framignham, MA 01701

By email: copyright [at] GEMInSight [dot] com

4.     Additional Subscriber Terms

The Company grants to you, while your Subscription is active and in good standing pursuant to these Terms of Service, a non-exclusive, non-transferable, worldwide, limited license to make use of the then-current versions of the Service to which you have subscribed.

You agree to grant the Company an irrevocable, perpetual, transferable, worldwide, royalty-free, fully sublicenseable, non-exclusive license to use your Content solely for the purposes of operating, maintaining, evaluating and improving the Service. The Company will not distribute the Content to any third party, except as necessary for the operation, maintenance, evaluation and improvement of the Service. Notwithstanding the foregoing, “Content” does not include non-identifiable aggregate data and usage statistics compiled by the Company in connection with Subscriber’s and its Account Holders’ use of the Service, which data and statistics each of Subscriber and Company may use in its discretion (but which the Company may not disclose to any third party in a manner that identifies the Subscriber in connection therewith).

You may cancel your Subscription at any time by contacting the Company at support [at] GEMInSight [dot] com. The Company reserves the right to keep all information submitted or created in connection with your account while it was open.

The Company reserves the right to suspend or terminate your Subscription at any time for any reason, and is not liable for any damage or loss resulting from such suspension or termination. After suspension or termination of your subscription for any reason, you will no longer have access to the Service and the Company may, but is not require to, delete all or part of your Content.

You are solely responsible for the acts and omissions of Account Holders within the community that you manage using the Service, and for any interactions among these Account Holders within the Service.

The Company may access, store and/or disclose any information stored in or transmitted through the Service which the Company considers necessary or appropriate, including, without limitation, user information, usage information, and Subscriber Content, in order to comply with applicable laws and lawful governmental requests, to protect the Company’s systems and customers, to ensure the integrity and operation of the Service, or to enforce these Terms of Service. The Company also reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties.

5.     General Terms

GEM InSight Disclaimers. UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS IS” AND GEM INSIGHT MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GEM INSIGHT DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICE, AND SUBSCRIBER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.

Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S OR ITS AFFILIATES’ TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS PAID BY SUBSCRIBER TO THE COMPANY HEREUNDER.

Any abuse or threatened abuse of other users of the Service or of Company personnel will result in immediate account termination.

No delay or omission by the Company in exercising any right under these Terms of Service will operate as a waiver of that or any other right.

The invalidity or unenforceability of any provision of these Terms of Service shall not affect the validity or enforceability of any other provision of this Agreement, and any invalid or unenforceable provision shall be deemed to be amended to the minimum extent necessary to render it enforceable under applicable law while retaining to the maximum extent possible the intent and economic benefit of the original provision consistent with applicable law.

This Terms of Service constitutes the entire agreement between you and the Company and supersedes any and all previous agreements, written or oral, between you and the Company, including previous versions of the Terms of Service.

These Terms of Service are governed by and will be construed in accordance with the laws of the State of Massachusetts without regard to conflicts of law principles. Sole and exclusive jurisdiction for any dispute under these Terms of Service shall be the appropriate federal or state courts in the Commonwealth of Massachusetts.

Use of the Service is also governed by the Company’s Privacy Policy, a copy of which is currently located at http://www.GEMInSight.com/privacy-policy

Copyright © 2010 GEM InSight. All Rights Reserved.