Terms of use | GSI Management USA

Last Modified: September 10, 2019

The use of the https://www.GSIMGMT.com site, including all of its content (“GSI Website”), is conditioned upon the acceptance by you (“End User”), without modification, of these terms of use ("Terms of Use"). GSI Management USA, LLC (“GSI”) reserves any rights, privileges or immunities not expressly granted under these Terms of Use.

Acceptance of These Terms

a. These Terms of Use govern access and use of the GSI Website. By accessing and using the GSI Website, you certify that you have read and understand these Terms of Use. By agreeing to these Terms of Use on behalf of an organization, you certify that you have the authority of that organization to enter into these Terms of Use. If you do not agree to these Terms of Use, you must cease all use of the GSI Website.

b. GSI reserves the right to change these Terms of Use from time to time at its sole discretion. Your access and use of the GSI Website constitutes your acknowledgement of, and agreement to, the updated Terms of Use and will be subject to the most current version of the Terms of Use posted on the home page of the GSI Website at the time of such use. You should periodically check the "Terms of Use" link on the home of the GSI Website to view the then-current Terms of Use.

Changes to the GSI Website

GSI reserves the right to modify or discontinue the GSI Website with or without notice to you. GSI will not be liable to you or any third party should it exercise its right to modify or discontinue the GSI Website. If you object to any such changes, your sole recourse will be to cease access to the GSI Website and any content accessed through the GSI Website.

a. GSI reserves all intellectual property and proprietary rights in and to the GSI Website. You acknowledge and agree that GSI is the exclusive and rightful owner of, and shall retain all worldwide right, title and interest in and to all registered and unregistered, and any future registered, names, trademarks, trade dress, service marks, domain names and logos, or any derivation thereof, and all goodwill therein, of GSI and its affiliates ("Licensed Marks"). Nothing contained in these Terms of Use shall serve to transfer to you any ownership or proprietary interest in the Licensed Marks.

b. The works of authorship contained in the GSI Website—including, but not limited to, all design, text, sound recordings and images—are owned, except as otherwise expressly stated, by GSI and may not be copied, reproduced, transmitted, displayed, performed, distributed, rented, sublicensed, uploaded, posted, framed, altered, stored for subsequent use, or otherwise used in whole or in part in any manner without GSI's prior written consent, except to the extent that such use constitutes "fair use" under the Copyright Act of 1976 (17 U.S.C. § 107), as amended, and then only with notices of GSI's proprietary rights.

Permitted Uses

Subject to Restrictions, below, and any other restrictions in these Terms of Use, the content and material provided through the GSI Website shall be used ONLY for your own non-commercial personal or professional use.

Restrictions

In no case may you:

a. decompile, reverse engineer, disassemble, modify, distribute or create derivative works or improvements from the GSI Website or any portion thereof, or attempt to discover any source code, protocols or other trade secrets in the GSI Website;

b. obtain or attempt to obtain unauthorized access to GSI’s Website or network;

c. use the GSI Website in violation of applicable laws or regulations;

d. develop or create a database of data using the GSI Website;

e. use any process to monitor or copy the GSI Website in bulk, or use any data mining, scraping or harvesting tools (including robots), or any similar data-gathering or extraction tools;

f. use any device, software or routine to bypass any software or hardware that limits the volume or frequency of requests for the GSI Website;

g. attempt to interfere with the proper working of the GSI Website;

h. alter or modify the content of the GSI Website;

i. create derivative works or improvements from the GSI Website;

j. use the GSI Website in any unlawful, fraudulent, misleading, obscene, harmful, threatening, harassing, defamatory or hateful manner, that invades the privacy of any third party, for any unlawful purpose, or in any manner inconsistent with these Terms of Use;

k. use the GSI Website or Licensed Marks in a manner that infringes, violates or misappropriates GSI’s, its affiliates’ or a third party’s intellectual property rights;

l. use the GSI Website in any manner that disparages GSI or is otherwise threatening, vulgar or inappropriate as GSI determines, in its sole discretion;

m. remove, obscure, make illegible or alter any original copyright or other notices or indications placed on the GSI Website; or

n. use the GSI Website for any purposes for which you have not been granted written permission by GSI.

GSI reserves the right to suspend, terminate or block your access to the GSI Website with or without notice to you, in the event that GSI believes that you have violated any provision of these Terms of Use.

Disclaimers; Limitation of Liability

a. YOU ACKNOWLEDGE AND AGREE THAT THE GSI WEBSITE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS, AND THAT YOUR USE OF THE GSI WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, GSI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, CONTRACTORS AND LICENSORS (THE “GSI PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE GSI WEBSITE AND YOUR USE THEREOF. GSI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE QUALITY, TRUTHFULNESS, VALIDITY, ACCURACY OR COMPLETENESS OF THE GSI WEBSITE OR ANY THIRD-PARTY WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY: (I) ERRORS OR OMISSIONS IN ANY CONTENT; (II) TECHNICAL ERRORS AFFECTING THE GSI WEBSITE IN ANY WAY; (III) BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE GSI WEBSITE BY ANY THIRD PARTY; AND/OR (IV) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE GSI WEBSITE.

b. NO ADVICE, INFORMATION OR DATA, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GSI OR THROUGH OR FROM USE OF THE GSI WEBSITE SHALL BE INTENDED TO PROVIDE ANY LEGAL, TAX, INVESTMENT OR FINANCIAL ADVICE OR TO BE COMPLETE ON ANY SUBJECT MATTER CONTAINED THEREIN.

c. IN NO EVENT WILL THE GSI PARTIES BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR THE USE OF THE GSI WEBSITE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS MAY NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY.

d. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF GSI PARTIES SHALL NOT EXCEED $100.

e. The GSI Website may contain links to websites owned or operated by third parties. If you leave the GSI Website, GSI has no control over the contents of any linked website and is not responsible for these websites or their content or availability. GSI therefore makes no guarantees, representations or warranties, express or implied, about such linked websites, the third parties they are owned and operated by, the information contained on them, or the suitability or quality of any of their products or services. A link to a third-party website from the GSI Website does not imply sponsorship, approval, affiliation or endorsement by GSI. Your use of links to third-party websites is at your own risk, and GSI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by, related to or in connection with any third-party website(s).

Indemnification

You agree to indemnify, defend, and hold GSI and the GSI Parties harmless from and against any claims and shall pay all suits, losses, damages, liabilities, claims, expenses, proceedings and actions, and all related expenses (including reasonable attorneys’ fees and expenses) arising out of, relating to or in connection with (a) your breach of any terms, provisions, covenants, warranties or representations contained herein and/or in connection with these Terms of Use; (b) your use or misuse of the GSI Website; (c) any claim that information, content or data provided to you by GSI in connection to the GSI Website infringe, misappropriate or otherwise violate or conflict with any applicable law or any person’s (i) patents, inventions and discoveries; (ii) trademarks, service marks, domain names, social media user names, trade dress and trade names; (iii) copyrights, moral rights, works of authorship, proprietary designs, and rights in data and databases; (iv) confidential and proprietary information, including trade secrets and invention rights; (v) rights of privacy and publicity; or (vi) any other proprietary rights; or (d) any activities in connection with these Terms of Use.

Privacy

In consideration of your use of the GSI Website, you agree that GSI may collect generic tracking data related to your or your end users’ use of the GSI Website in accordance with the GSI Website Privacy Policy found at GSI Website’s home page.

Other GSI Policies and Terms

These Terms of Use apply exclusively to your access to and use of the GSI Website, and do not alter the terms or conditions of any other agreements or regulatory obligation you may have with GSI. Additional terms and policies may apply to use of all or portions of the GSI Website and are incorporated by reference into these Terms of Use, such as the GSI Website Privacy Policy. Please refer to and review all additional specific terms and policies, as applicable.

Injunction

In the event of any actual or threatened unauthorized use of the GSI Website, GSI will be entitled, without waiving any other rights or remedies, to immediate injunctive or equitable relief from a court of competent jurisdiction and may obtain any order restraining any threatened or future unauthorized use or loss in each case, on use of affidavit evidence or otherwise, and without furnishing proof of actual damages or posting a bond or other surety.

Choice of Law

These Terms of Use shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. You and GSI agree that any claim arising under these Terms of Use shall only be brought in the state or federal courts located in the County and State of New York. You and GSI agree to submit to personal jurisdiction in that court and expressly waive any right to a jury trial.

Entirety

These Terms of Use constitute the entire agreement between you and GSI with respect to the subject matter hereof. Nothing contained herein shall supersede, alter or nullify the terms of any other agreements or policies for other GSI services.

Contact

If you have questions about these Terms of Use, or if you have technical questions about the operation of the GSI Website, please contact GSI at https://www.gsimgmt.com/contact.