Acceptance of the Terms of Use

These terms of use are entered into by and between you and GPMS International, Inc. (hereinafter referred to as “GPMS,” “we,” “us,” or “our”).  The following terms and conditions (these “Terms of Use”) govern your access to and use of this website, including any content, functionality and services offered on or through the website (the “Site”).  Please read the Terms of Use carefully before you start to use the Site.  By using the Site you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at Privacy Policy, and incorporated herein by reference.  If you do not agree to these Terms of Use or the Privacy Policy you must not access or use the Site.

Use of Site/Updates to Site

We may, at any time, for any reason, update, revise, or modify the Terms of Use in our sole discretion.  All changes are effective immediately when we post and apply to all access to and use of the Site thereafter.  However, any changes to the dispute resolution provisions set out in the Governing Law and Jurisdiction section of these Terms of Use will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Site.  We recommend you periodically review the Terms of Use for changes.  Your continued use of the Site after changes are posted constitutes your continued agreement to the then-current Terms of Use.  

Registration Policy

To access the Site or some of the resources it offers you may be asked to provide certain registration details or other information.  It is a condition of your use of the Site that all the information you provide is correct, current and complete.  You agree that all information you provide to register with this Site is governed by our Privacy Policy.  When you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Site or portions of it using your user name, password or other security information.  You agree to notify us immediately of any unauthorized access to or use of your user name 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.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provisions of these Terms of Use.

Electronic Communications

By visiting the Site or by sending e-mails to us, you are knowingly and voluntarily consenting to receive communications from us electronically.  We will communicate with you by e-mail or by posting notices on this Site.  You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  If you would like to opt out of receiving electronic communications from us you may do so by contacting us at info@gpms-vt.com.

Intellectual Property Rights

The trademarks, service marks, trade names, and trade dress on and copyrights to the content of this Site are the property of GPMS or its content suppliers and protected by United States and international laws.  Nothing in this Site grants to you any license or right to use any trademark, service mark, trade name or logo, copyright, trade dress, or other content displayed on this Site without prior written permission of GPMS.  Your use or misuse of any intellectual property displayed on or used in connection with this Site, or any other content on this Site, is strictly prohibited.  This restriction includes copying, reproducing, or modifying any content of this Site for any purpose other than your own personal use.  

We welcome any comments you may have regarding the Site, its products and services.  Any such comments or content you submit to us, such as remarks, suggestions, ideas, graphics, or other information, becomes and remains the exclusive property of GPMS, even if these Terms of Use or any other agreement you have entered into with us is later terminated or amended.  This means that we do not have to treat any such submission (including, but not limited to, product or advertising ideas) as confidential.  We will not pay you or anyone else for any information that you provide which is used by us.  Additionally, you acknowledge that you have full responsibility for any such submissions you make, including its legality, reliability, appropriateness, originality, and copyright.

Prohibited Uses

You agree that you will not use the Site for any purpose that is unlawful or that is otherwise prohibited by these Terms of Use.  You may not use the Site in any manner that could damage, disable, overburden, or impair the Site.  You agree that you are responsible for your own conduct while using the Site and for any consequences thereof.  You agree that GPMS shall decide, in its sole discretion, if your conduct violates any aspect of these Terms of Use and that GPMS may take whatever action it deems appropriate to address such violation, including without limitation notification of appropriate authorities and removal of your access to the Site and/or cancellation of any services.  

Disclaimer

You agree that the information provided by GPMS on or through this Site (including any products, analytics, graphics, software, recommendations or other materials) and any materials or products made available through this Site are provided “as is” and without warranties of any kind, either express or implied.  To the fullest extent permissible pursuant to applicable law, GPMS disclaims all warranties, express or implied, including, but not limited to, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.  GPMS does not warrant or make any representations regarding the use or the results of the use of the materials on this Site in terms of their correctness, accuracy, reliability, or otherwise.  The materials in this Site could include technical inaccuracies or typographical errors.  These materials could be inaccurate or become inaccurate as a result of developments occurring after their respective dates.  GPMS undertakes no obligation to verify or maintain the currency of such information.

GPMS makes no warranty that (i) the operation of the Site will meet your requirements; (ii) access to the Site will be uninterrupted, timely, secure, free of viruses, worms, Trojan horses or other harmful components, or free of defects or errors; (iii) the results that may be obtained from the use of the Site will be accurate or reliable; or (iv) defects will be corrected.  You (and not GPMS) assume the entire cost of all servicing, repair, or correction that may be necessary for your computer equipment and software as a result of any viruses, errors or any other problems whatsoever you may have as a result of visiting this Site.  You hereby agree to hold harmless and indemnify GPMS, and its subsidiaries, affiliates, officers, directors, agents, and employees, licensors, suppliers, partners, successors, and assigns, harmless from and against all liability, losses, damages, and expenses (including without limitation defense costs and associated reasonable attorney’s fees and associated costs) associated with any claim, action, or demand brought against GPMS arising out of (a) any breach of or violation of these Terms of Use; (b) any information you submit, share, or upload on or to the Site; and/or (c) any claim that information or content that you provide violates any applicable law or otherwise infringes the rights of a third party.  You shall cooperate fully in the defense of any claim.  GPMS reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part, without written approval from GPMS.

This Site may provide certain social media features that enable you to:

• Link from your own or certain third-party websites to certain content on this Site.
• Send emails or other communications with certain content, or links to certain content, on this Site.
• Cause limited portions of content on this Site to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with. Subject to the foregoing, you must not:

• Establish a link from any website that is not owned by you.
• Cause the Site or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Site other than the homepage.
• Otherwise take any action with respect to the materials on this Site that is inconsistent with any other provision of these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw linking permission without notice.  We may disable all or any social media features and any links at any time without notice in our discretion.

Infringement Claims

Infringement Notification Procedure.  If you are an intellectual property rights owner or an agent thereof and believe that any content posted to this Site infringes upon your intellectual property rights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing the following information in writing (see 17 U.S.C. §512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such information should be sent to info@gpms-vt.com.  You acknowledge that if you fail to comply with all of the requirements set forth above, your DMCA notice may not be valid.

Counternotice.  If you have had your content removed under the above take-down procedure, and believe that the content is not infringing, you may send a counternotice containing the following information to info@gpms-vt.com:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Washington, D.C., and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counternotice is received by GPMS, GPMS may send a copy of the counternotice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) business days.  Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counternotice, at GPMS’s sole discretion.

Links from the Site

If the Site contains links to other sites and resources provided by third parties, these links are provided for your convenience only.  This includes links contained in advertisements, including banner advertisements and sponsored links.  We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.  If you decide to access any of the third party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such websites.

Limitation on Liability

IN NO EVENT WILL GPMS, ITS AFFILIATES OR ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF, 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 FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless GPMS, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Site, including, but not limited to, any use of the Site’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site.

Governing Law and Jurisdiction

These Terms of Use are governed under the laws of the State of Delaware without regard to its conflict of law provisions.

Waiver and Severability

No waiver by GPMS of any term or condition set out in these Terms of Use 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 GPMS to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Your Comments and Concerns

This Site is operated by GPMS International, Inc. located at 93 Pilgrim Park Rd, Suite C, Waterbury, VT 05676.  All feedback, comments and other communications relating to the Site should be directed to info@gpms-vt.com.