1.1 This Member Agreement ("Agreement") governs your relationship with GirlBehindGlasses, Inc. ("GBG" or "we" or "our" or "us") when you register on our Service as a Member and establish a Member account ("Account"). This Agreement incorporates by reference our General Terms. Our General Terms form the foundation upon which this Agreement is based.
1.2 Our General Terms apply to any User of our Service and represent the baseline minimal terms and conditions that must be agreed to when using our Service. Our General Terms, and what is contained herein, are collectively referred to as "this Agreement." By registering as a Member on our Service you agree to be bound by the entirety of this Agreement, which includes our General Terms.
1.3 By clicking "I Agree" you are accepting what is contained herein and you are also accepting all the terms and conditions contained in our General Terms, which have been included herein by reference. Please read our General Terms carefully before proceeding.
1.4 As used in this document "you" or "Member" means you as an individual.
1.5 If a conflict of terms and conditions exists between our General Terms and this document then what is contained herein controls.
2. Account Management
2.1 GBG requires, and you agree, that an Account created on our Service shall be used only by the named individual on the Account.
2.2 Member acknowledges and agrees that it is Member's responsibility to maintain the validity of the Account information.
Account: means the method by which a Member gains access to our Service after presenting the proper Credentials.
Credentials: means the user identifier and password provided by GBG to a Member for a Member to obtain access to the Member's Account.
GBG: means the provider of this Service.
Identifier: means a unique alphanumeric code that GBG provides it Members which serves to uniquely identify a member both within the Service, and outside our Service (e.g. via a car magnet or some other artifact provided to the Member by GBG).
Member: means a User that has completed the Registration process, acquired an account, and thus become a Registered User.
Payment: means the Subscription Fee paid for continued use of our Service which is automatically charged to the credit card a Member provides our Service during Registration.
Payment Processor: means the third-party entity that GBG uses to accept Subscription Fee Payments monthly.
Profile: means the personally identifiable information ("PII") that you provide our Service during Registration.
Registration: means the process that GBG provides for establishing an Account on our Service and thereby becoming a Member.
Registration Date: means the date that the Member completed the Registration process.
Registered User: means Member.
Service: means GBG's products, software, processes, services, website and servers, all of which collectively constitute a Member engagement marketplace for matching a Member's interests with the interests of another Member(s).
Subscription: means one of several offerings that GBG provides on our Service (e.g. "Half Tank," "Full Tank," etc.) which gives Members differentiated options based on the Subscription Fee paid when during Registration.
Subscription Fee: means the amount paid monthly for use of our Service on a recurring basis. Payment of the Subscription Fee is automatically invoiced on the same day the Member registerered initially.
Termination: means a Member's ending of its relationship with GBG under the terms and conditions defined herein, including GBG preventing further access to a Member's Account.
3.2 Intellectual Property & Confidentiality
Confidential Information: means any written information or information that is stored by electronic means which (i) relates to this Agreement, (ii) is received by one of the parties from the other and (iii) is marked "Confidential," "Proprietary" or bears a marking of like import or which the Disclosing Party states in writing at the time of transmittal to, or receipt by, the Receiving Party is to be considered confidential.
Disclosing Party: means the party providing Confidential Information.
Intellectual Property Rights: means all rights of design and authorship, all copyrights, all trademark and service mark rights, all patent rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights, and all other intellectual property rights of any type.
Moral Rights: means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.
Receiving Party: means the party receiving confidential information.
Trade Secret: means any oral, written, or documentary information or information that is stored by electronic means that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
4. Term and Duration
4.1 The term of this Agreement shall commence on the date a Member first accepts this Agreement, or accepts a modified Agreement, as provided for in our General Terms. This Agreement will remain in full force and effect until it is terminated by either party as provided for therein.
4.2 Member acknowledges and agrees that the mutual obligations to maintain Trade Secrets and Confidential Information are in effect in perpetuity or to the extent allowed by applicable law.
4.3 Member acknowledges and agrees that the covenant not to compete remains in effect for the duration provided for herein or to the extent allowed by applicable law.
5. Communications Between Members.
Our Service does not provide SMS communications (i.e. "text messages") between Member(s). A Member must log into our Service to retrieve messages. Registered users have options within their members area to control whom they communicate with. They can block other Members from communicating with them at any time.
6. Membership Payments.
6.1 Payments are automatically made on a recurring basis using our Payment Processor. GBG does not store the credit card ("Card") a Member provides us during Registration. The Card is stored and used by our Payment Process to process Payments monthly.
6.2 All Payments are final. GBG will refund Payments at its sole discretion. GBG will vigorously challenge any chargebacks initiated by a Member. If a Card fails to process, then GBG will notify the Member and provide same a two-day grace period to ensure that the updated Card processes.
6.3 GBG may change its Subscription Fee after providing two-weeks' notice to its Members. The revised Subscription Fee will automatically trigger during the next Payment cycle.
7. Membership Benefits.
7.1 Members can perform an Identifier code search and are able to be searched and found by your Identifier within out Service.
7.2 The public at large can perform a search on our Service using a Member's Identifier. If the search is successful, then some Member data will render with limited information regarding the Member such as: (1) an image of the Member's Profile picture, or an ICON that represents a Male, Female, or a Someone depending on our Members profile preference they selected within thier membership details. All information such as gender, status, interested in, location, height, language, and last login pertaining to Member will be blocked from the public at large and only be seen by other Registered users within the site. A Member can block public searches in by updating the Member's Profile, and only an Icon will render.
7.3 Each Member is automatically sent a PDF containing your Identifier with your Registration confirmation email. A Member can start using their Identifier immediately upon Registration.
8.1 Either party to this Agreement may, during fulfilling its terms, need to disclose information to the other party that is proprietary or confidential.
8.2 The terms Confidential Information and Trade Secrets do not include information that: (i) is already known to the Receiving Party as evidenced by prior documentation thereof; or (ii) is or becomes publicly known through no wrongful act of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement or any other agreement; or (iv) is approved for release by written authorization of the Disclosing Party.
8.3 The Receiving Party shall not disclose to others, or use for any purpose of its own, any Confidential Information, financial or business data, technical data, or other confidential or proprietary information obtained from the Disclosing Party, or from an affiliated entity of the Disclosing Party, as a result of work done pursuant to this Agreement or generated or developed in the performance of work under this Agreement.
8.4 The Receiving Party agrees not to use for any purpose whatsoever or to disclose Trade Secrets at any time during or after the term of this Agreement or until such Trade Secrets lose their status as such by becoming generally available to the public by independent discovery, development, or publication.
8.5 The covenants regarding Confidential Information and Trade Secrets will apply to any Confidential Information or Trade Secrets disclosed to the Receiving Party by the Disclosing Party before or after the date of this Agreement and remain in full force and effect after termination of this Agreement.
9.1 In consideration for GBG providing a Member access to our Service, Member hereby agrees that during the term of this Agreement, or upon the termination of this Agreement, and notwithstanding the cause of termination:
Member shall not compete with the business of GBG or its successors or assigns, to wit, any business that provides a platform analogous to our Service, and Member further agrees that Member's employees or agents (if any) shall not directly or indirectly, as an owner, officer, director, employee, consultant, or stockholder, engage in a business that provides a platform analogous to our Service, or a business substantially similar or competitive to our Service.
This non-compete clause shall apply to the entirety of the Internet, anywhere in the world, and shall be in full force and effect for the entire term of this Agreement, commencing with the date this Agreement is accepted, and for two years post the termination of this Agreement, consistent with Acceptance and Termination as provided for in our General Terms.
9.2 Member further agrees that any violation of this covenant not to compete will trigger GBG's right to terminate this Agreement as provided for in our General Terms.
10. GBG'S Rights
10.1 Member acknowledges that GBG owns all right, title and interest, including without limitation, all Intellectual Property Rights and Moral Rights, in and to our Service (excluding intellectual property licensed from third-parties and User Content), and that Member shall not acquire any right, title, or interest in, or to, same.
10.2 A Member shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any GBG intellectual property including, but not limited to, content, software, and/or documentation.
10.3 A Member shall not create or attempt to create a substitute or similar Service through use of, or access to, GBG proprietary information. A Member shall not remove, obscure, or alter GBG copyright notice or other proprietary rights notices affixed to or contained within any GBG content, software, or documentation.
11.1 All notices hereunder shall be in writing and delivered personally or sent via facsimile, by certified mail, return receipt requested, email (confirmation requested) or by a reputable courier service to the address of the Member to be notified using the address provided to our Service during Registration.
12. Force Majeure.
12.1 Neither party shall be responsible for (or be deemed in breach or default hereof as a result of) delays or failures in performance hereunder to the extent that such party was hindered in its performance by any act of God, war, terrorism, civil commotion, application of any law or regulation or other act of any governmental officer or personnel, labor dispute, or any other occurrence beyond the reasonable control of such party.
13. License Granted
13.1 GBG grants Member a non-exclusive License to our Service, as long as Member is in compliance with this Agreement and is otherwise not subject to Termination by GBG at GBG's sole discretion.
13.2 As pertaining to our Service, a Member may not make available, in any form and by any mechanism, in whole in part, any portion of our Service on a public or private website or incorporate the Service in any other database or compilation.
13.3 Any use of our Service, other than as set forth herein, is strictly prohibited, and may, at GBG's sole discretion, result in GBG blocking Member's Account and thereby preventing further access to our Service.
14.1 Member acknowledges and agrees that at no time while using our Service will the Member be in control of a moving vehicle of any kind. Member acknowledges and agrees that distracted driving may result in SERIOUS INJURY to the Member and/or to the public at large. Member acknowledges and agrees to PAY ATTENTION to the road and Member's driving responsibilities first and foremost, without exception. In addition to the DISCLAIMERS contained in our General Terms, Member acknowledges and agrees that it will hold GBG harmless with respect to any tortious act committed while using our Service. Member further agrees to indemnify GBG should we be sued for a tortious act committed while using our Service.
15.1 Member acknowledges and agrees that both Member and GBG may terminate this Agreement as provided for in our General Terms.
15.2 Member acknowledges and agrees that once a termination notice, as provided for in our General Terms, is received by GBG, then no further access will be allowed to a Member's Account.