Last
Modified: February 22, 2024
This Terms of Use (“Agreement”) is a binding agreement between you (“End User” or “you”) and IribaMaps Inc. (“Company” or “We” or “Our”).
This Agreement governs your access to and use of the IribaMaps website located
at www.iribamaps.com (the “Website”), including all content
available within the Website (the “Content”), and all services provided on,
through, or within the Website (the “Services”). The term “Website” as used in
this Agreement and any reference to the “Website” in this Agreement includes
the Content and the Services.
Please read this Agreement carefully before you start
to use the Website. By accessing or
using the Website, you (a) acknowledge that you have read and understand this
Agreement; (b) represent that you are eighteen (18) years of age or older; and
(c) accept this Agreement and agree that you are legally bound by its terms.
If you do not agree to the terms OF THIS AGREEMENT, OR
ARE NOT AT LEAST EIGHTEEN (18) YEARS OF AGE, do not ACCESS OR use the WEBSITE.
1.
Account and Account Management. You may be required to
create a user account in order to access or use the Website or certain features
or functionality thereof. When creating a user account, you must supply a
unique user name and password, and possibly other information about yourself,
as requested. You are solely responsible for safeguarding and maintaining the
security and confidentiality of the unique user name and password you use to
access your user account, and for any and all actions taken under your user
account (whether authorized by you or not). You agree to notify us immediately
of any unauthorized access to or use of your username or password or any other
breach of security. You also agree to ensure that you exit from your account at
the end of each session. You should use particular caution when accessing your
account from a public or shared computer so that others are not able to view or
record your password or other personal information. Company shall not be
responsible or liable for any actions taken under your user account (whether
authorized by you or not) or for any loss or unauthorized use of your user name
and password. We have the right to disable any username, password, or other
identifier, at any time in Our sole discretion for any or no reason, including if,
in Our opinion, you have violated any provision of this Agreement.
2.
License. Subject to the
terms of this Agreement, Company grants you a limited, non-exclusive,
nontransferable, and revocable license to access and use the
Website for your personal, non-commercial use, solely on electronic device(s) owned
or otherwise controlled by you (each a “Device”), solely through your personal user account
established for this Website (if required), and strictly in accordance with the terms of this Agreement.
3.
Restrictions on Use. You acknowledge
that your use of the Website is contingent upon, among other things, the representations
that all information, data, material, and content (including whether or not
personally identifiable) you provide or supply on, through, or within the Website
or to Company is complete, true, accurate, and not misleading, to the best of
your knowledge, and that you have the right to provide and supply that same
without requiring any permissions, consents, or licenses from any other
party.
Additionally, you shall not:
(g)
violate any law,
regulation, rule, or governmental order, violate any rights of another, or
harass, stalk, threaten, defame, or harm another by or when accessing or using
the Website;
(h)
supply or provide
on, through, or within the Website, any information, data, material, or content
that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, or obscene,
that advocates violence or unlawful activity, that advocates terrorism, that
contains hate speech, that contains nudity, that is considered confidential or
proprietary to or a trade secret of another, that violates any law, regulation,
rule, or governmental order, that violates or infringes the rights of another, that
is an advertisement, solicitation, or a commercial communication, or that
scrapes, harvests, or collects the personal, financial, or contact information
of any user of the Website;
(i)
access or use the
Website or any part thereof to exploit, harm, or attempt to exploit or harm
minors in any way by exposing them to inappropriate content, asking for
personally identifiable information, or otherwise;
(j)
engage in
spamming, or transmit software or other material or content that contains a
virus, worm, defect, or other destructive or harmful item, by or when accessing
or using the Website;
(k)
access or use the
Website to transmit, or procure the sending of, any advertising or promotional
material, including any “junk mail,” “chain letter,” “spam,” or any other
similar solicitation;
(l)
access or use the
Website to impersonate or attempt to impersonate Company, a Company employee,
another user, or any other person or entity (including, without limitation, by
using email addresses associated with any of the foregoing);
(m)
engage in any
other conduct that restricts or inhibits anyone’s use or enjoyment of the
Website, or which, as determined by us, may harm the Company or users of the
Website, or expose them to liability;
(n)
use any robot,
spider, or other automatic device, process, or means to access the Website for
any purpose, including monitoring or copying any of the material on the Website;
(o)
use any manual
process to monitor or copy any of the material on the Website, or for any other
purpose not expressly authorized in this Agree, without Our prior written
consent; or
(p)
take any action
to damage, disable, overburden, or impair the Website.
4.
Ownership; Reservation of Rights. You acknowledge
and agree that the Website is provided under license, and not sold, to you. You
do not acquire any ownership interest in the Website, or any other rights
thereto, under this Agreement or otherwise, other than to access and use the Website
in accordance with the limited license granted under, and subject to all terms,
conditions, and restrictions of, this Agreement. Company and its licensors and
service providers reserve and shall retain its/their ownership of and entire
right, title, and interest in and to the Website, including all copyright,
trademark, and other intellectual property rights therein or relating thereto.
Without limiting the foregoing, the Company name, and all
related names, logos, product and service names, designs, and slogans are
trademarks of the Company or its affiliates or licensors. You must not use such
marks without the prior written permission of the Company. All other names,
logos, product and service names, designs, and slogans on this Website are the
trademarks of their respective owners.
5.
User Content. In
connection with your access to and use of the Website, you may be permitted to
and may provide or supply information, data, material, and/or content (“User Content”), including written information, data, material, and/or content
provided or supplied in response to prompts or inquiries. You are solely
responsible and liable for the User Content that you supply or provide, and the
use thereof including as set forth in this Agreement.
As between you and Company,
you will retain ownership of your User Content.
However, please note that while you retain ownership of your User
Content, any other information, data, material, or content accessible on,
through, or within the Website is not owned by you and the rights therein and
thereto are retained by Company and its licensors and service providers.
Additionally, you hereby grant
to Company a non-exclusive, royalty-fee, sub-licensable, freely transferable,
irrevocable, perpetual, and worldwide right and license to use, reproduce,
modify, edit, adapt, publish, share, distribute, store, save, create derivative
works from, display, and publicly perform any User Content you provide or
supply on, through, or within the Website or to Company in connection with the
provision, improvement, and promotion of the Website (including the Services)
and any Additional Services, whether to you or other users. You also waive any moral or artistic rights with respect
to User Content.
Moreover, you represent and
warrant that you own the User Content you supply or provide, or otherwise
possess all necessary rights to use, provide, supply, and license such User
Content as set forth in this Agreement, and that such User Content and the use,
provision, supply, and licensing thereof (including by Company) does not and
will not violate any law, regulation, rule, or governmental order or infringe
upon or violate any rights of another (whether such rights are afforded by law,
by contract, in equity, or otherwise), including, without limitation, patent
rights, copyright rights, trademark and service mark rights, trade secrets, any
other intellectual property rights or proprietary rights, privacy rights, and
rights of publicity. You shall not and agree not to provide or supply on, through,
or within the Website any information, data, material, or content of another
who has not given permission for you to do so.
We reserve the right, but are
not obligated, to review User Content, and to filter, block, modify, remove,
and delete User Content from the Website at any time, for any reason, and
without notice to you. We are not and will not be responsible or liable for any
of the foregoing conduct or the loss of User Content as a result thereof. We recommend that you keep back-up copies of
your User Content.
We also have the right to disclose
your identity or other information about you to any third party who claims that
material posted by you violates their rights, including their intellectual
property rights or their right to privacy, and to take appropriate legal
action, including without limitation, referral to law enforcement, for any
illegal or unauthorized use of the Website. Without limiting the
foregoing, we have the right to cooperate fully with any law enforcement
authorities or court order requesting or directing us to disclose the identity
or other information of anyone posting any materials on or through the Website.
YOU WAIVE AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, LICENSEES, AND SERVICE
PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE
FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY
EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
6.
Third-Party
Materials. The Website may
display, include, or make available third-party content (including data,
information, applications, and other products, services, and/or materials) or
provide links to third-party websites or services, including through
third-party advertising (“Third-Party
Materials”). You acknowledge and agree that Company is not
responsible for Third-Party Materials, including their title, accuracy,
completeness, timeliness, validity, non-infringement, legality, decency,
quality, fitness for a particular purpose, or any other aspect thereof. Company
does not assume and will not have any liability or responsibility to you or any
other person or entity for any Third-Party Materials. Third-Party Materials and
links thereto are provided solely as a convenience to you, and you access and
use them entirely at your own risk and subject to such third parties’ terms and
conditions.
7.
Collection and
Use of Your Information. You acknowledge that when you access or use the Website,
you may provide or supply personal information, such as your name, mobile
number, address, current job, etc. You further acknowledge that Company may also
use automatic means (including, for example, cookies) to collect information
about your Device and about your access to, use of, and interaction with the Website.
You also may be required to provide certain information about yourself as a
condition to accessing or using the Website or certain of its features or
functionality, and the Website may provide you with opportunities to share
information about yourself with others. All information We collect through or
in connection with this Website is subject to our Privacy Policy accessible at
https://www.iribamaps.com/privacy-policy which is incorporated into this
Agreement by reference. By accessing, using, or providing or supplying information
on, through, or within the Website, you consent to all actions taken by Company
with respect to your information in compliance with this Agreement and the
Privacy Policy.
8.
Updates. Company may
from time to time in its sole discretion develop and provide Website updates,
which may include upgrades, bug fixes, patches, other error corrections, and/or
new features (collectively, including related documentation, “Updates”). Updates may also modify
or delete in their entirety certain features and functionality. You agree that
Company has no obligation to provide any Updates or to continue to provide or
enable any particular features or functionality of the Website, and shall not
be liable to you in any way for the discontinuation or unavailability thereof. You
also agree that all Updates will be deemed part of the Website and be subject
to all terms and conditions of this Agreement.
Also,
We reserve the right, in Our sole discretion, to alter or discontinue the Website,
in whole or in part, at any time, for any reason, and without notice or
liability to you.
Additionally, We
may update the content on this Website from time to time, but its content is
not necessarily complete or up-to-date. Any of the material on the Website may
be out of date at any given time, and we are under no obligation to update such
material.
9.
Services. Your limited
license to access and use the Website includes the ability to receive the Services. In addition to the other limitations and
disclaimers set forth in this Agreement, the Services are provided “AS IS” and
“AS AVAILABLE,” and Company shall have no obligation to provide or make
available any Services. Also, the type,
nature, and amount of the Services provided on, through, or within the Website
may change from time to time without notice to you. Any other or additional services provided on,
through, or within the Website (“Additional
Services”) shall be included in the definition of “Services” and
governed by this Agreement.
10.
Term. The term of Agreement commences when you first access or use the Website,
create a user account, or acknowledge your acceptance to this Agreement,
whichever occurs first, and will continue in effect until terminated by you or
Company as set forth in this Section 10.
(a) You may terminate this Agreement by providing written notice of termination to Company using the contact information set forth in the section below title “Notices,” at which point you shall discontinue all access to and use of the Website and delete any copies thereof from each and every Device.
(c)
This Agreement
will terminate immediately and automatically without any notice if you violate
any of the terms and conditions of this Agreement.
Upon
termination of this Agreement, all rights granted to you under
this Agreement will also terminate, and you must cease all
use of the Website and delete all copies of the Website or any part thereof
from any Device. Termination will not limit any of
Company’s rights or remedies at law or in equity. The terms of Sections 3 through 7 and 11 through 26 shall
survive the termination of this Agreement.
12.
Disclaimer of Warranties. YOUR ACCSESS TO
AND USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH
THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS
AVAILABLE” BASIS, WITH ALL FAULTS AND DEFECTS, AND WITHOUT REPRESENTATIONS OR WARRANTIES
OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE). NEITHER THE
COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR
REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY,
QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE
FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY
REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS
OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR
UNINTERRUPTED, THAT ERRORS, FAULTS, OR DEFECTS CAN OR WILL BE CORRECTED, THAT
OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER
HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED
THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS, ACHIEVE ANY
INTENDED RESULTS, BE COMPATIBLE OR WORK WITH YOUR DEVICE(S) OR ANY OTHER
SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES.
TO THE MAXIMUM
EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF
OF ITS DIRECTORS, OFFICERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, AGENTS,
REPRESENTATIVES, AND AFFILIATES, AS WELL AS ITS AND THEIR RESPECTIVE LICENSORS
AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO THE WEBSITE
AND THE ACCESS TO AND USE THEREOF, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT,
AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE,
USAGE, OR TRADE PRACTICE, AS WELL AS ANY WARRANTIES REGARDING ITS COMPLETENESS,
ACCURACY, SECURITY, RELIABILITY, QUALITY, AND AVAILABILITY.
WITHOUT LIMITATION TO ANY OF THE
FOREGOING, The information presented on or through the Website is made
available solely for general information purposes. We do not warrant the
accuracy, completeness, or usefulness of this information. Any reliance you
place on such information is strictly at your own risk. We disclaim all
liability and responsibility arising from any reliance placed on such materials
by you or any other visitor to the Website, or by anyone who may be informed of
any of its contents.
13.
Limitation and Exclusion of
Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
COMPANY AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, OWNERS, EMPLOYEES,
CONTRACTORS, AGENTS, REPRESENTATIVES, AND AFFILIATES, AND ITS/THEIR RESPECTIVE
LICENSORS OR SERVICE PROVIDERS WILL NOT BE LIABLE FOR: (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (B) LOSS OF REVENUE, LOSS OF
PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF
GOODWILL, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, BUSINESS
INTERRUPTION, OR COMPUTER FAILURE OR MALFUNCTION, ARISING OUT OF OR IN
CONNECTION WITH THE WEBSITE OR THE ACCESS TO OR USE THEREOF (OR THE INABILITY
TO ACCESS AND USE THE SAME) OR THIS AGREEMENT, AND WHETHER BASED ON CONRTACT,
TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE
AGGREGATE LIABILITY OF COMPANY AND ITS DIRECTORS, OFFICERS, SHAREHOLDERS, OWNERS,
EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, AND AFFILIATES, AND ITS/THEIR
RESPECTIVE LICENSORS OR SERVICE PROVIDERS ARISING OUT OF OR IN CONNECTION WITH
THE WEBSITE OR THE ACCESS TO OR USE THEREOF OR THIS AGREEMENT SHALL NOT EXCEED
THE AMOUNTS PAID BY YOU TO COMPANY FOR USE OF THE WEBSITE DURING THE TWELVE
(12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
14.
Indemnification. You agree to
indemnify, defend, and hold harmless Company and its directors, officers,
shareholders, owners, employees, contractors, agents, representatives,
affiliates, successors, and assigns from and against any and all losses,
damages, liabilities, deficiencies, claims, actions, judgments, settlements,
interest, awards, penalties, fines, costs, or expenses of whatever kind,
including reasonable attorneys’ fees, arising from or relating to your access
to, use, or misuse of the Website, including but not limited to the information,
data, material, or content you provide or supply on, through, or within the Website
(including User Content), and any breach of this Agreement by you.
15.
Remedies. Any breach by you of the terms of this Agreement
may result in immediate and irreparable injury to Company in an amount that is
difficult to ascertain. Therefore, in the event of a breach or threatened
breach of any of the terms of this Agreement by you, Company shall be entitled
to proceed directly to court to obtain equitable relief, including the remedies
of specific performance and injunctive relief without the necessity of posting
a bond or assuming other undertakings therewith. The right to seek such
equitable relief shall be in addition to all other remedies that may otherwise
be available to Company, whether at law, in equity, or otherwise. All of
Company’s remedies for any breach or threatened breach of the terms of this
Agreement shall be cumulative, and the pursuit by Company of one remedy shall
not be deemed to exclude Company’s pursuit of any other remedies.
16.
Class Action Waiver. YOU AGREE THAT ANY DISPUTE
RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY
ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A
NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE
ATTORNEY GENERAL LEGAL ACTION.
17.
Export Regulation. The Website may
be subject to US export control laws, including the Export Control Reform Act
and its associated regulations. You shall not, directly or indirectly, export,
re-export, or release the Website to, or make the Website accessible from, any
jurisdiction or country to which export, re-export, or release is prohibited by
law, rule, or regulation. You shall comply with all applicable laws,
regulations, and rules, and complete all required undertakings (including
obtaining any necessary export license or other governmental approval), prior
to exporting, re-exporting, releasing, or otherwise making the Website
available outside the US.
18.
Independent Contractors. The relationship between you
and Company is that of independent contractors, and not legal partners,
employees, or agents of each other
19.
Notices. All notices to Company required under this
Agreement shall be sent to:
IribaMaps Inc.
Address: 333 East Main Street
Suite 304
Louisville, KY 40202
Email: compliance@iribamaps.com
20.
Headings. Any heading, caption, or section title in this
Agreement has been included for convenience only, and in no way limits or
defines the scope of this Agreement, and shall have no legal effect.
21.
Amendment. We reserve the right, and may, at Our sole
discretion, modify or update any aspect of this Agreement at any time. If We do
so, We will post the updated terms of the Agreement to the Website and note the
date the changes went into effect. Any modified or updated terms are effective
upon their posting to the Website. Your continued access to or use of the Website
after such posting constitutes your acceptance to the modified and/or updated
Agreement. It is your responsibility to regularly review the Agreement to
determine whether any modifications or updates have been made.
22.
Severability. If any provision
of this Agreement is invalid, illegal, or unenforceable under applicable law,
the remainder of the provision will be amended to achieve as closely as
possible the effect of the original term, and all other provisions of this
Agreement will continue in full force and effect.
23.
Governing Law. This Agreement
is governed by, construed, and interpreted in accordance with the laws of the Commonwealth
of Kentucky without giving effect to any choice or conflict of law provision or
rule of it or any other jurisdiction. Any legal suit, action, or proceeding
arising out of or related to this Agreement or the Website shall be instituted
exclusively in the federal courts of the United States or the courts of the Commonwealth
of Kentucky in each case located in Louisville, Jefferson County, Kentucky. You
hereby consent to the exclusive jurisdiction of such courts and expressly
disclaim and waive any objection thereto, including an objection on the basis
of a lack of personal jurisdiction, inconvenient venue, or improper forum. However, without prejudice to the foregoing,
you agree that, in its sole discretion, Company may bring any claim, cause of
action, or dispute we have against you in any competent court in the country in
which you reside that has jurisdiction over the claim.
24.
Limitation of
Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING
OUT OF OR RELATING TO THIS AGREEMENT, THE USE OR INTERPRETATION OF SAME, OR THE
ACCESS TO OR USE OF THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE
CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY
BARRED.
25.
Entire Agreement. This Agreement, including
Our Privacy Policy, constitutes the entire agreement between you and Company
with respect to the subject matter of this Agreement and supersedes all prior
or contemporaneous understandings and agreements, whether written or oral, with
respect to such subject matter.
26.
Waiver. No waiver by the Company of any term or condition set
out in this Agreement shall be deemed a further or continuing waiver of such
term or condition or a waiver of any other term or condition, and any failure
of the Company to assert a right or provision under this Agreement shall not
constitute a waiver of such right or provision.