Conditions of Use
Last updated: December 1, 2014
Welcome to GSMAmarketplace.com. GSMA Ltd. and their affiliates (“we”, “our” and “us”) provide website features and other products and services to you when you visit GSMAmarketplace.com (the “Marketplace”). GSMA has licensed certain components and intellectual property relating to the Marketplace from Vinimaya, Inc. and its affiliates and names those entities as a third party beneficiary to these Conditions of Use including, but not limited to, the Limitations on Liability and Dispute Resolution procedures outlined herein.
By accessing and using the Marketplace, you agree to these Conditions of Use and acknowledge that they are fair consideration in light of the subscription price and/or access to and use of the Marketplace. Please read them carefully. If you register an organization for the Marketplace, you hereby agree that you are duly authorised to do so on behalf of such organization.
The references to “you”, “relating to you”, “about you” or similar terms include references to information about your employees, representatives, agents, directors, officers, shareholders, or other relevant parties whose details you have provided, and those of your affiliates and subsidiaries and sub-contractors, and those of any third party whose details you supply to the Marketplace.
We offer a wide range of services, and sometimes additional terms may apply.
- “Confidential Information” shall mean the Materials (defined in this section) and any other information disclosed to you in the Marketplace that is not publicly known, already known prior to acceptance of these Conditions of Use, obtained from a third party without violation of a pre-existing contractual/legal obligation, or independently developed without use of Confidential Information.
- “Intellectual Property” refers to any and all patents, copyrights, copyright registrations, proprietary models and design registrations, know-how, ideas, trademarks, service marks, trade names, business names, domain names, trade dress, trade secrets, source code, object code, test results, proprietary techniques, regulatory filing, or other similar information (whether or not patentable and whether in tangible or intangible form), and any other industrial or proprietary right, and any rights to any of the foregoing, and any documentation relating thereto, whether or not registered as of the acceptance of these Conditions of Use or at any time.
- “Materials” refers to written and graphical content, including, but not limited to, underlying software, provided by or through the Marketplace, including, without limitation, text, photographs, illustrations, and designs.
The Marketplace offers certain paid subscriptions. If you or your company has registered for a paid subscription, your payment is due immediately (credit card) or within thirty (30) days of registration (invoice). You acknowledge that this fee is non-refundable upon registration regardless of whether you cancel your subscription prior to the end of your subscription period. At the end of your subscription period, your subscription will automatically renew for the same period of time unless you provide notice of cancellation prior to the end of the expiring subscription period. Any upgrades in your subscription will be invoiced on a pro-rata basis.
Organizations registering for the Marketplace will be able to designate certain account administrators. These account administrators will be able to change certain account settings for all users associated with the organization. Account administrators also have the ability to upgrade their organization’s subscription service.
We take the privacy of your information very seriously. You acknowledge and agree (on your own behalf and duly authorized on behalf of any third party whose details you supply) that the processing (including disclosure) of personal information is necessary or desirable for the provision of relevant services and the operation of the Marketplace’s performance of its rights and obligations owed to you or a third party.
Your Personal Information
The information we learn from customers helps us personalize and continually improve your experience. Here are the types of information we gather.
- Information You Give Us: We receive and store any information you enter on our Web site or give us in any other way. This information includes your name, company name, title in your company, contact information, credit card information and bank details. You can choose not to provide certain information, but then you might not be able to take advantage of many of our features. We use the information that you provide for such purposes as responding to your requests, customizing your experience, improving the Marketplace and communicating with you.
- Automatic Information: We receive and store certain types of information whenever you interact with us. For example, like many Web sites, we use “cookies,” and we obtain certain types of information when your Web browser accesses the Marketplace or advertisements and other content served by or on behalf of the Marketplace on other Web sites. For further information, see “Cookies” below.
- Our Marketing: We may also use your information to provide you with information relating to GSMA events. We may contact you by any means of communication for which you have given us contact details, including e-mail, telephone, and post. However, you may choose not to receive such information by updating your account settings.
- E-mail Communications: To help us make e-mails more useful and interesting, we often receive a confirmation when you open e-mail from us if your computer supports such capabilities.
- Information from Other Sources: We may receive or gather information about you from other sources and add it to our account information. We may also use information you have provided to GSMA during its events and upload that to your company page, however, you will have the ability to edit or delete this information at your discretion.
- Cookies are unique identifiers that we transfer to your device to enable our systems to recognize your device and to provide features, personalized advertisements on other Web sites, and storage of certain information between visits.
Sharing of Your Information
We share customer information only as described below and with our related companies that either are subject to these Conditions of Use or follow practices at least as protective as those described in this Privacy Notice.
- Analyzing Data: In an ongoing effort to improve the Marketplace, we may conduct research on user demographics, interests and behavior based on personal data provided to us, a customer’s use of the Marketplace, search results, RFP history and other information provided to us. This research will only be shared with third parties on an aggregate basis and we will ensure that such aggregate data does not identify any particular customer.
- Third-Party Service Providers: We employ other companies and individuals to perform functions on our behalf. Examples include analyzing data, providing marketing assistance, providing search results and links (including paid listings and links), processing credit card payments, and providing customer service. They have access to personal information needed to perform their functions, but may not use it for other purposes. Any financial details supplied to us such as bank details and/or credit card details are used solely for the purpose of processing payments.
- Protection of the Marketplace and Others: We release account and other personal information when we believe release is appropriate to comply with the law; enforce or apply our Conditions of Use and other agreements; or protect the rights, property, or safety of the Marketplace, our users, or others. This includes exchanging information with other companies and organizations for fraud protection and credit risk reduction. Obviously, however, this does not include selling, renting, sharing, or otherwise disclosing personally identifiable information from customers for commercial purposes in violation of the commitments set forth in these Conditions of Use.
- With Your Consent: Other than as set out above, you will receive notice when information about you might go to third parties, and you will have an opportunity to choose not to share the information.
USE YOUR INFORMATION BY OTHER CUSTOMERS
By registering on our website, publishing information on your user profile and interacting with other users, you will be sharing information with individuals and businesses that we do not control. These individuals or businesses may use such information as they see fit, including making such information public. Accordingly, please be conscious about what information you share with third parties (including confidential or business sensitive information).
RISK OF LOSS; RETURNS, REFUNDS, TITLE AND PRODUCT DESCRIPTIONS
The Marketplace connects buyers and sellers. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. We do not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
In particular, we do not warrant and we take no responsibility for risk of loss, returns, refunds, title and product descriptions. All contractual arrangements are between you and the buyer or seller.
We also take no responsibility for the legitimacy of a buyer or seller. You shall perform any due diligence on your potential business partner and assume the risk and liabilities associated with any arrangement.
Linking to Third-Party Websites
We are not responsible for the privacy policies and practices of other sites, even if you access those using links from the Marketplace. We strongly recommend that you check the policy of each site you visit, and contact its owner or operator if you have any concerns or questions.
In addition, if you linked to the Marketplace from a third-party site, we are not responsible for the privacy policies and practices of the owners or operators of that third-party site. We strongly recommend that you check the policy of that third-party site and contact its owner or operator if you have any concerns or questions.
Information Automatically Collected from your Computer
When you visit the Marketplace, our server automatically records your IP address. This IP address may be linked to any of your personal information. We use IP addresses to help us administer the site and to collect demographic information for marketing and aggregation purposes. We may also gather other non-personal information (from which we cannot identify you), such as the type of your Internet browser, which we use to provide you with a more effective service.
We display interest-based advertising using information you make available to us when you interact with our sites, content, or services. Interest-based ads, also sometimes referred to as personalized or targeted ads, are displayed to you based on information from activities such as researching products, conducting transactions, interacting with our tools and visiting sites with our content. Our cookies enable us to learn about what ads you see, what ads you click, and other actions you take on our sites and other sites. This allows us to provide you with more useful and relevant ads. We do not provide any personal information to advertisers or to third party sites that display our interest-based ads. However, advertisers and other third-parties (including the ad networks, ad-serving companies, and other service providers they may use) may assume that users who interact with or click on a personalized ad or content are part of the group that the ad or content is directed towards. Also, some third-parties may provide us information about you (such as the sites where you have been shown ads or demographic information) from offline and online sources that we may use to provide you more relevant and useful advertising.
When you use the Marketplace, or send e-mails to us, you are communicating with us electronically. You consent 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.
All content included in or made available through the Marketplace, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is our property or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through the Marketplace is the exclusive property of GSMA Ltd. and its affiliates or partners and protected by U.S. and international copyright laws.
Graphics, logos, page headers, button icons, scripts, and service names included in or made available through the Marketplace are our trademarks or trade dress in the U.S. and other countries. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear in the Marketplace are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
One or more patents owned by us apply to the Marketplace and to the features and services accessible via the Marketplace. Portions of the Marketplace operate under license of one or more patents.
LICENSE AND ACCESS
Subject to your compliance with these Conditions of Use and your payment of any applicable fees, we or our content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make use of the Marketplace. This license does not include any collection and use of any product listings, descriptions, or prices; any derivative use of the Marketplace or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Conditions of Use are reserved and retained by us or our licensors, suppliers, publishers, rightsholders, or other content providers. The Marketplace may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of us without our express written consent. You may not use any meta tags or any other “hidden text” utilizing our name or trademarks without our express written consent. You may not misuse the Marketplace. You may use the Marketplace only as permitted by law. The licenses granted by us terminate if you do not comply with these Conditions of Use.
You do not acquire any right, title, or interest in or to the Materials or the Marketplace except the limited and temporary right to use them as necessary, pursuant to these Conditions of Use for your use of the Marketplace
We and/or our partners retain all right, title, and interest in and to the Materials and the Marketplace and all Intellectual Property embodied therein.
We and/or our partners shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Marketplace any suggestions enhancement requests, recommendations or other feedback provided by you relating to the operation of the Marketplace.
If you use the Marketplace, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use the Marketplace only with involvement of a parent or guardian. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.
You agree that your login information (e.g., account and password) is unique to an individual and shall only be used by that individual. Login information should not be shared between individuals, even if they are part of the same organization. Each user shall have and use their own login information.
You shall not (i) permit any third party to access the Marketplace except as permitted herein, (ii) create derivative works based on the Marketplace except as authorized herein, (iii) copy, frame or mirror any part or content of the Marketplace, other than copying or framing on your intranets or otherwise for internal business purpose, (iv) reverse engineer the Marketplace, or (v) access the Marketplace in order to (a) build a competitive product or service, or (b) copy any features, functions, or graphics of the Marketplace.
REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT
Visitors may post reviews, comments, photos, and other content; send communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. We reserve the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant us and our sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify us for all claims resulting from content you supply. We have the right but not the obligation to monitor and edit or remove any activity or content. We take no responsibility and assumes no liability for any content posted by you or any third party.
We respect the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please email firstname.lastname@example.org.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
YOU ACKNOWLEDGE THAT YOU ARE RECEIVING ACCESS AND USE TO THE MARKETPLACE, AND IN CONSIDERATION OF SUCH ACCESS AND USE, YOU AGREE TO THESE CONDITIONS OF USE AND SPECIFICALLY THIS DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
THE MARKETPLACE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MARKETPLACE ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE MARKETPLACE, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MARKETPLACE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE MARKETPLACE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE MARKETPLACE, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MARKETPLACE, OUR SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN NO EVENT SHALL WE OR VINIMAYA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT AS OTHERWISE PROVIDED BY LAW, IN NO EVENT SHALL OUR, OUR AFFILIATES’ OR VINIMAYA’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE MARKETPLACE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED ONE HUNDRED FIFTY PERCENT (150%) OF THE AGGREGATE AMOUNTS PAID OR PAYABLE TO US IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
CERTAIN STATE, FEDERAL AND OTHER LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Any dispute or claim relating in any way to your use of the Marketplace, or to any products or services sold or distributed by us or the Marketplace will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to these Conditions of Use.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Conditions of Use as a court would.
To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to GSMA Ltd., Attention: Legal Department, 1000 Abernathy Road, Atlanta, Georgia 30328. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
By using the Marketplace, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Georgia, without regard to principles of conflict of laws, will govern these Conditions of Use and any dispute of any sort that might arise between you and us.
SITE POLICIES, MODIFICATION, AND SEVERABILITY
Please review our other policies. We reserve the right to make changes to our site, policies and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
If you have a subpoena to serve on us, please note that we do not accept service via e-mail or fax and will not respond to the subpoena. All subpoenas must be properly served on us, preferably by mailing the subpoena to us. Please find below the relevant addresses:
Attention: Legal Department – Subpoena
1000 Abernathy Road
Atlanta, Georgia 30328
Please note also that providing detailed and accurate information at the outset will facilitate efficient processing of your request.
Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied in a way that constitutes copyright infringement, please submit your complaint by emailing email@example.com. We respond quickly to the concerns of rights owners about any alleged infringement.
Your email should include the following information:
- A signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and e-mail 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; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed.
- Export Regulations; Government End Users. You must comply with all export and re-export restrictions and regulations of the Department of Commerce, other United States agencies and international authorities that may apply to the Amazon Software. If you are a U.S. Government end user, we are licensing our software to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the software are the same as the rights we grant to all others under these Conditions of Use.
- Prohibited Countries and SDNs. By using the Marketplace, you agree that you or the persons you represent are not located or doing business for the benefit of a person located in Cuba, Iran, North Korea, Sudan and Syria. You also agree that you or the persons you represent are not on the Specifically Designated Nationals list maintained by the U.S. Department of Treasury.
- Survival. Any provision of these Conditions of Use that must survive to fulfill its essential purpose shall so survive.
- No Amendment/Entire Agreement. These Conditions of Use are full and complete and may not be amended in any other way except through a written agreement executed by authorized representatives of each party. These Conditions of Use also supersede any discussions you may have had with GSMA and neither party has relied upon any such prior or contemporaneous communications.
- No Waiver. Neither party will be deemed to have waived any of its rights under these Conditions of Use by lapse of time or by any statement or representation other than (i) by an authorized representative and (ii) in an explicit written waiver. No waiver of a breach of these Conditions of Use will constitute a waiver of any prior or subsequent breach of these Conditions of Use.