Terms and Conditions
Version 1.1
1. Introduction
| GPS Fashion Business ("us"), a company under PONG, S.A, provides software
for managing your fashion business, using a Software-as-a-Service model,
and associated services (the "Service"). |
| The following terms and conditions of use, plus our privacy policy which
collectively make up the "Terms of Service", govern your use of the Service. |
| By using the Service, the organization using the services ("You")
is agreeing to be bound by the Terms of Service. If you disagree with these
Terms of Service or any part of these Terms of Service, you must not use the
Service. Where You are an organization and the condition applies to an
individual, then the organization is responsible that the condition is met
by all users who the organization allows to use the Service. |
2. Account Terms
| You must be 13 years or older to use this Service. |
| You must provide your legal full name, a valid email address and any other information requested in order to complete the signup process. |
| Your login may only be used by one person or another person inside of your company. You may create separate logins for as many people as you'd like for an additional cost. |
| You are responsible for maintaining the security of your account and password. |
| You are responsible for all Content posted and activity that occurs under your account (even when Content is posted by others who have accounts under your account). |
| You understand that GPS Fashion Business uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. |
| Your account is limited to 10GB of disk space. You may request additional storage with an additional annual cost of 20 US Dollars. |
| In consideration of, among other things, the provision to You of the System(s), Software, Applications and disclosure of Confidential Information, for a period of two (2) years after the expiration of this Agreement, upon termination, or a Transfer hereof, You, Your Owners and their respective Affiliates shall not directly or indirectly: copy, adapt, alter, modify, translate, or create derivative works of the Software without our written authorization, which we may withhold in our sole discretion for any reason; remove any product identification, copyright notices, or other proprietary restrictions from GPS Fashion Business; reverse engineering or use of the software other than as specifically provided herein is strictly prohibited. |
3. Acceptable use
| You must not use GPS Fashion Business in any way that may cause damage to the Service; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful activity. |
| You must not use the Service to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software. |
| You must not use the Service to send spam messages. |
| You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, GPS Fashion Business, or any other GPS Fashion Business service. |
| You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by GPS Fashion Business. |
| Verbal, physical, written or other abuse (including threats of abuse or retribution) of any GPS Fashion Business customer, employee, member, or officer are not acceptable. |
| In order to preserve the quality of service for all users, please avoid putting undue strain on our servers. If we determine that you are using more than your fair share of resources, then we may limit or restrict your use. |
4. Restricted access
| Access to certain content and services is restricted. For example: customer data is kept private! GPSF Fashion Business reserves the right to further restrict access to content and services. |
| You must ensure that your user ID and password details are kept confidential. |
| GPS Fashion Business may disable your user ID and password without notice if we believe you have broken the Terms of Service or any other agreement you have with us. |
| You must not try to disable or circumvent the restrictions GPS Fashion Business puts in place. |
5. User generated content
| In these terms of use, "your user content" means material that you submit to our website, for whatever purpose. |
| Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law). |
| You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint. |
| GPS Fashion Business reserves the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website. |
| GPS Fashion Business does not undertake to monitor the submission or the publication of user content on and from our website. |
| While GPS Fashion Business prohibits certain content on the Service, you understand that GPS Fashion Business cannot be responsible for the Content posted on the Service and you nonetheless may be exposed to such materials. |
6. Charges
Where we charge for access to content and services, the following conditions apply:
| 1. At our discretion, payment may be required either upfront or in-arrears. |
| 2. Payment will be deemed to have been made when the payment is cleared funds in our bank account. Any taxes or third party charges which are subtracted from a payment will not count as part of the payment. |
| 3. Where payments are late or short, we may cancel or restrict your access to any or all of our services. |
| 4. If we have to terminate your account or restrict access to services which you have already paid for, we fill refund a fair portion of your payment as judged by us. |
| 5. GPS Fashion Business reserves the right at any time to modify the Service. |
| 6. Prices of all Services, including but not limited to yearly subscription plan fees to the Service, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the GPS Fashion Business Site (www.gpsfb.com) or the Service itself. GPS Fashion Business shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. |
7. Cancellation and Termination
| 1. The initial term of this agreement shall commence when you start using the Service and shall continue for the contract term (12 months if none is specified) from the Billing Start Date. |
| 2. If neither party cancels the agreement, then at the end of the agreed term it shall be renewed automatically on a rolling basis requiring 1 month notice by either party to cancel. |
| 3. You are responsible for properly cancelling your account. You must notify us by writing an email or letter to request cancellation of your account with at least 1 month notice. |
| 4. After cancellation, your Content may be deleted from the Service. We always try to help clients preserve their data, even if they leave, so please contact us with any questions about this. |
5. This Agreement can be terminated at GPS Fashion Business's discretion if:
| You become insolvent or if bankruptcy, winding up, receivership, administration or similar proceedings are commenced or issued by or against you. |
| You breach the rules on Acceptable Use (e.g. posting illegal content; see clause 3 above). |
| Any other breach by you of these Terms or any other agreement with us, following written notice from us of such breach, if the breach is not cured within ten (10) days of receiving such notice. |
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| 6. GPS Fashion Business reserves the right to discontinue the Service (or any part thereof) at the end of your paid-for period, or at any time if your use of the Service is unpaid. |
| 7. Upon termination, you shall immediately cease using the Service and destroy all supporting documentation. |
| 8. If you continue to use the Service without being authorized to by this agreement, GPS Fashion Business will, without prejudice to any other rights GPS Fashion Business may have as a result of such usage, be entitled to charge for such usage at the rates previously agreed. |
8. Indemnity
| 1. You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these Terms of Service, or arising out of any claim that you have breached any provision of these Terms of Service. |
| 2. Except as set out in the Service Level Agreement, You understand and agree that GPS Fashion Business shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if GPS Fashion Business has been advised of the possibility of such damages), resulting from: (I) the use or the inability to use the service; (II) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (III) unauthorized access to or alteration of your transmissions or data; (IV) statements or conduct of any third party on the service; (V) or any other matter relating to the service. |
3. You acknowledge that:
| 1. The Software is "web based" and acknowledges that GPS Fashion Business cannot warrant that the Your use of the Software will be (a) uninterrupted or error-free; (b) that any defects can be corrected promptly; (c) that there are no viruses or other harmful components; (d) that the security methods employed will be sufficient; |
| 2. You accept responsibility for the selection of the Software (as opposed to other alternatives) to achieve the results and benefits which the You expect the Software to realize for Your business; |
| 3. It is the Your responsibility and the accounts under your account to enter into appropriate terms and conditions when dealing with its suppliers or customers via the Software; |
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| 4. You acknowledge that the Software can only assist Your business if You input correct data and understand how the Software can assist Your business. GPS Fashion Business can accept no liability for any economic loss that the You may suffer if the You have failed to use the Software properly. |
9. License to use Creative Commons and public domain material
| This website contains some material licensed under a creative commons license. You have rights to reuse such content, subject to restrictions set by the licensor. Please contact the licensor for details. |
| GPS Fashion Business grants You a non-exclusive license to use (but to not develop or modify) the Software. |
10. Variation
| 1. GPS Fashion Business reserves the right to update and change the Terms of Service from time to time. Please check this page regularly, and note the version number at the header of the top, to ensure you are familiar with the current version. |
| 2. Continued use of the Service after you have been notified that changes have been made in the Terms of Service shall constitute your consent to the latest version of the Terms of Service. |
| 3. Any new features that enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. |
11. Assignment
| 1. GPS Fashion Business may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use. |
| 2. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use. |
12. Severability
| 1. If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect. |
| 2. The failure by us to enforce at any time or for any period any one or more of the clauses set out here shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement. |
13. Exclusion of third party rights
| These terms of use are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms of use is not subject to the consent of any third party. |
14. Exclusion and Restrictions of Liability
1. GPS Fashion Business shall have no liability for any losses or damages which may be suffered by the customer (Or any person claiming under or through the customer), whether the same are suffered directly or indirectly or are immediate or consequential, which fall with the following categories:
| 1.1. Special damage even though GPS Fashion Business was aware of the circumstances in which such special damage could arise; |
| 1.2. Loss of profits, anticipated savings, business opportunity or goodwill; |
| 1.3. Loss of Data |
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15. Force Majeure
| Any delay or failure in the performance by either Party hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure. For purposes of this Agreement, Force Majeure shall mean a cause or event that is not reasonably foreseeable or otherwise caused by or under the control of the Party claiming Force Majeure, including acts of God, fires, floods, explosions, riots, wars, hurricane, sabotage, terrorism, vandalism, accident, restraint of government, governmental acts, injunctions, labor strikes, other than those of Seller or its suppliers, that prevent Seller from furnishing the materials or equipment, and other like events that are beyond the reasonable anticipation and control of the Party affected thereby, despite such Party's reasonable efforts to prevent, avoid, delay, or mitigate the effect of such acts, events or occurrences, and which events or the effects thereof are not attributable to a Party's failure to perform its obligations under this Agreement. |
16. Entire Agreement
| This license contains the whole agreement between the parties relating to the license to use the Software and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter. |
| You acknowledge that no representations were made prior to entering into this license. You agree that, in entering into this license, it did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this license. You shall have no remedy in respect of any representation (whether written or oral) made to it on which it relied in entering into this license and GPS Fashion Business shall have no liability otherwise than pursuant to the express terms of this license. |
17. Law and jurisdiction
| These terms of use will be governed by and construed in accordance to Guatemalan law, and any disputes relating to these terms of use will be subject to the jurisdiction of the courts of Guatemala. |
18. Our details
| The full name of our company is Pong, S.A. |
| GPS Fashion Business is registered in Guatemala. |
Our registered address is:
KM 12.5 Carretera al Salvador Villas del Campo
Santa Catarina Pinula, Guatemala 01004, Guatemala
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You can contact us by email to
contact@gpsfb.com.
