Gagemaker Customer Portal Terms of Use & Conditions
These Gagemaker Portal Terms of Use (these “Portal Terms of Use” or “Terms of Use”) set forth the terms and conditions applicable to the Gagemaker Software Distribution System (the “Gagemaker Portal” or “Portal”) and any other websites or applications made available by Gagemaker, LP and/or its Affiliates (“Gagemaker”) from time to time (collectively, the “Gagemaker Portal Sites”) through which Gagemaker makes available certain Gagemaker Portal Services, Software, and Material (as defined below).
Gagemaker Portal Terms of Use
1. Scope
These Gagemaker Portal Terms of Use (these “Portal Terms of Use”) set forth the terms and conditions applicable to the Gagemaker Software and Software Distribution System (the “Gagemaker Software Distribution Network”) and websites and any other websites or applications made available by Gagemaker, LP and/or its Affiliates (“Gagemaker”) from time to time (collectively, the “Gagemaker Portal Sites”) through which Gagemaker makes available certain Gagemaker Portal Services (as defined below). The Gagemaker Portal Sites provide a repository where certain Gagemaker Portal Customers (as defined below) may obtain information about and access to certain products, services and software (“Gagemaker Services”) made available by Gagemaker through the applicable Gagemaker Portal Sites from time to time (collectively, “Gagemaker Portal Services”) to an applicable category of Gagemaker Portal Customer. “Gagemaker Portal Customers” or “Portal Customers” means (a) Gagemaker’s direct customers with which Gagemaker is a party to a customer agreement (“Gagemaker Customers”), (b) Gagemaker partners (“Gagemaker Partners”) with which Gagemaker is party to a Distributor Agreement or other reseller agreement, and (c) the authorized customers of Gagemaker Partners (“Clients”). Such Gagemaker Portal Services might include, but are not limited to: (a) Gagemaker software and management of this software; (b) tools for ordering, configuration, management, reporting, monitoring and diagnostics of, and training and support for, Gagemaker Services, Software, and Products; (b) documentation and specifications for Gagemaker Services, Software, and Products (d) marketing material, information and articles pertaining to Gagemaker Services (clauses (a) through (d) collectively “Gagemaker Materials”). As used herein, “Affiliate” means any entity controlling or controlled by or under common control with a party, where “control” is defined as the ownership of more than 50% of the equity or other voting interests of such entity.
2. Acceptance of Terms
Notwithstanding anything to the contrary set forth in a separate signed agreement or agreements between Gagemaker and the applicable Gagemaker Portal Customer governing the provision of Gagemaker Services or other business relationship between such parties, as the same may be/has been amended from time to time (collectively, the “Gagemaker Business Agreement”), Gagemaker Portal Customer hereby agrees that access and use of the Gagemaker Portal Sites, Gagemaker Materials, or any Gagemaker Portal Services are subject to these Gagemaker Portal Terms of Use. Gagemaker Portal Customers are responsible for the access and use of the Gagemaker Portal Sites, Gagemaker Materials and Gagemaker Portal Services by their administrators (“Administrators”), other users (“Users”) and
Affiliates, and in the case of a Gagemaker Channel Partner, its Clients.
If you or your company is not a Gagemaker Portal Customer, you must not attempt to access or use the applicable Gagemaker Portal Site. If Gagemaker Portal Customer does not agree to the terms of these Gagemaker Portal Terms of Use, it must not attempt to access or use the applicable Gagemaker Portal Site, and in the case of an Gagemaker Channel Partner, it must not allow its Clients to access or use the applicable Gagemaker Portal Site.
3. Precedence
Use of the Gagemaker Portal Sites, Gagemaker Materials, Gagemaker Portal Services and other Gagemaker Services may also be subject to disclaimers, legal notices, click-through agreements, or other legal agreements (any “Additional Legal Terms”), which may be posted on an Gagemaker Portal Site from time to time, where applicable. These Portal Terms of Use and the applicable Additional Legal Terms form a legally binding agreement between the Gagemaker Portal Customer and Gagemaker regarding access and use of the applicable Gagemaker Portal Site, Gagemaker Materials, the Gagemaker Portal Services and other Gagemaker Services by it and its Administrators and Users, and in the case of Gagemaker Channel Partners, their Clients. Whenever there is a conflict between the terms in these Portal Terms of Use and the Additional Legal Terms, the terms in the Additional Legal Terms shall control as to the subject matter of such Additional Legal Terms.
Whenever there is a conflict between the terms in these Portal Terms of Use and the applicable Gagemaker Business Agreement, the terms of these Portal Terms of Use shall control access and use of the Gagemaker Portal Sites, Gagemaker Materials, Gagemaker Software and Gagemaker Portal Services, and the Gagemaker Business Agreement shall control access and use of the applicable other Gagemaker Services.
In the event of a conflict between an invoice for Gagemaker Services and usage information presented in a Gagemaker Portal, the invoice shall control as to amounts payable to Gagemaker for Gagemaker Services, Material, Product, and/or Software.
In the event that no Gagemaker Business Agreement has been signed by Gagemaker and the applicable Gagemaker Portal Customer, Gagemaker’s standard terms and conditions located at www.gagemaker.com/terms shall apply to use of Gagemaker Portal, Software, Materials, and Services by such Gagemaker Portal Customer, and its Administrators, Users and, if applicable, Clients.
4. Description of Service
The Customer Portal provides Gagemaker customers and their authorized employees with access to downloadable software and any support and license information attached to such software displayed on the Portal for their account only. Any information, software, documents and communications on the portal are provided as a convenient resource to customers and may be used for the use and management of the software and related purposes only.
5. Changes and Notices
Gagemaker may make changes to these Portal Terms of Use, the Gagemaker Portal Sites, Gagemaker Materials and/or Gagemaker Portal Services at any time by posting to the applicable link for these Gagemaker Portal Terms of Use.
THE MOST CURRENT VERSION OF THESE GAGEMAKER PORTAL TERMS OF USE CAN BE ACCESSED BY CLICKING “TERMS OF USE” WHICH IS FOUND IN THE INFO SECTION OF THE GAGEMAKER PORTAL SITE.
6. Confidential Information
Gagemaker Portal Customer hereby agrees not to reproduce any Confidential Information (defined below) to which Gagemaker Portal Customer is provided access through the Gagemaker Portal Sites in any form except as authorized at the time of disclosure.
Any reproduction of Confidential Information shall remain the property of Gagemaker and/or its original owner and shall contain any and all confidential or proprietary notices or legends that appear on the original.
Gagemaker Portal Customers hereby agree (a) to take all reasonable steps (defined below) to keep all Confidential Information confidential; (b) to use Confidential Information solely as authorized at the time of disclosure; (c) not to disclose any Confidential Information to any party without the prior written consent of Gagemaker; and (d) not to cause or permit reverse engineering of any Confidential Information or disassembly of any software programs which are a part of the Confidential Information. Gagemaker Portal Customers do not acquire any rights in Confidential Information except the limited rights as described above.
In no event shall Gagemaker Portal Customers use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on Gagemaker Materials, Gagemaker Portal Services or other Gagemaker Services, or compete with Gagemaker Materials, Gagemaker Portal Services or other Gagemaker Services in whole or in part.
As used herein, “Confidential Information” shall mean all trade secrets and other information, Gagemaker Materials or Gagemaker Portal Services which Gagemaker or third parties protect against unrestricted disclosure to others which is either labeled Confidential, accessed through an Gagemaker Portal Sites, pursuant to software downloads or other delivery of Gagemaker Services, or reasonably identifiable as confidential based on the type of information and the manner of its disclosure.
Without limiting the foregoing, information provided via the Gagemaker Portal Sites regarding the configuration, utilization, availability, location and/or performance of Gagemaker Services or assets deployed as part of, or used by, the Gagemaker Intelligent Platform or to enable the delivery of an Gagemaker Service, are Confidential Information of Gagemaker hereunder. Access credentials to the Gagemaker Portal Sites issued to an Gagemaker Portal Customer and their respective Administrators, Users, and in the case of Gagemaker Channel Partners, Clients, are also Confidential Information. The availability of the functionality to download or export Confidential Information from a Gagemaker Portal Site is not a waiver of confidentiality hereunder, and the downloaded or exported files of such information shall also be treated as Confidential Information hereunder.
Reasonable steps are those steps Gagemaker Portal Customer takes to protect its own similar Confidential Information, which shall not be less than a reasonable standard of care.
Gagemaker Portal Customer shall not be obligated to treat information as Confidential Information if such information (i) was rightfully in its possession prior to receipt from or disclosure by Gagemaker; (ii) is or becomes public knowledge other than through a breach of confidentiality; (iii) is or was rightfully disclosed to Gagemaker Portal Customer by a source other than Gagemaker or any party under their respective control; (iv) is independently developed by Gagemaker Portal Customer without use of the Confidential Information disclosed hereunder; or (v) must be disclosed by Gagemaker Portal Customer according to mandatory applicable law.
Gagemaker Portal Customer is not permitted to access Gagemaker or third-party Confidential Information that Gagemaker Portal Customer is not explicitly licensed or otherwise granted a right to use for the intended purpose as set forth in its applicable Gagemaker Business Agreement.
7. User Information
User name, password, password reset questions and answers and other access credentials (“User Information”) is provided to Administrators and Users of an Gagemaker Portal Customer for their sole access to the Gagemaker Portal Sites they have been authorized to use by such Gagemaker Portal Customer and Gagemaker. Gagemaker Portal Customer is responsible for ensuring that its Administrators and Users keep, and that its Clients cause its Administrators and Users to keep, their respective User Information secure and confidential. Gagemaker Portal Customers are solely responsible with regard to usage and security of User Information of its Administrators and Users and any activities that occur under the applicable Gagemaker Portal Customer’s accounts, and in the case of Gagemaker Channel Partners, the applicable Gagemaker Channel Partner is responsible for the User Information of its Clients, and their respective Administrators and Users and any activities that occur under the applicable Client’s Gagemaker Portal Site account(s).
By using the Gagemaker Portal, Materials, and/or Software, Customer agrees to allow Gagemaker to maintain this information and waive any claims that could or would be made under privacy laws of any jurisdiction. Gagemaker will only seek the minimal reasonable amount of information needed to use the Portal and Software or contact the Customer as necessary regarding the Portal, Software, or other relevant to the Portal and Software reasons.
8. Third Party Products and Services
8.1 General
Gagemaker Portal Customer is solely responsible for any equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software supplied by parties other than Gagemaker that Gagemaker Portal Customer uses in conjunction with the Gagemaker Portal Services and other Gagemaker Services. Gagemaker shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software supplied by parties other than Gagemaker.
8.2 External Websites
The Gagemaker Portal Sites may contain links to external websites and information provided on such external websites by Gagemaker partners and third-party service providers. Gagemaker shall not be responsible for the contents of any linked website, or any changes or updates to such sites. Gagemaker Portal Customer hereby further agrees that Gagemaker shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Gagemaker Portal Customer’s, or its Administrators or Users, or in the case of Gagemaker Channel Partners, its Clients, use of or reliance on any content, goods or services available on or through any such linked website.
9. Intellectual Property Rights
Access to and use of any Gagemaker Services provided on a Gagemaker Portal Site, at Gagemaker’s discretion, may be subject to a separate Gagemaker Business Agreement for such Gagemaker Service that is supplemented by these Gagemaker Portal Terms of Use. All Intellectual Proprietary Rights to any Gagemaker Services, Gagemaker Materials and Gagemaker Portal Services shall belong to Gagemaker. Except to the extent expressly permitted by the applicable Gagemaker Business Agreement, Gagemaker Portal Customer must not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notice of ownership from any originals or copies of third party software or content, or any Gagemaker Materials accessed on an Gagemaker Portal Site. Nothing in these Gagemaker Portal Terms of Use shall be deemed to give Portal Customer the right to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any Gagemaker software, products or services for any reason unless otherwise permitted by law. As used herein, “Intellectual Property Rights” means, on a world-wide basis, any and all now known and hereafter known, current and future, tangible and intangible (a) rights associated with works of authorship including, without limitation, copyrights, (b) trade secret rights, (c) patents, designs, algorithms and other industrial property rights, (d) all other intellectual and industrial property rights of every kind and nature and however designated, whether arising by operation of law, contract, license or otherwise, and (e) all registrations, initial applications, renewals, extensions, continuations (including continuations-in-part), re-examinations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).
10. Permissible Use of Gagemaker Portal Services and Gagemaker Materials
Usage of Gagemaker Materials, Gagemaker Portal Services, and Gagemaker Software provided on any Gagemaker Portal Site is permitted only for use with the Gagemaker Services in the scope of and in accordance with these Gagemaker Portal Terms of Use and such Gagemaker Portal Customer’s valid Gagemaker Business Agreement for Gagemaker Services. Use of Gagemaker Portal Sites and the Gagemaker Materials for any other purpose is prohibited without the express permission of Gagemaker.
Gagemaker Materials, Gagemaker Portal Services and any other Gagemaker Services made available on a Gagemaker Portal may not be accessed, used or distributed by or to any Affiliate or third party unless stated otherwise in the applicable Gagemaker Business Agreement. Gagemaker Portal Customer is responsible to ensure that any use of a Gagemaker Portal Service by such Affiliate or third party is in compliance with these Gagemaker Portal Terms of Use and the requirements of such Gagemaker Business Agreement. Without limiting the foregoing, each Gagemaker Channel Partner hereby represents and warrants that it has entered into a customer agreement with its Client in accordance with its Gagemaker Business Agreement, and that it will not permit any Client to access or use the applicable Gagemaker Portal other than in accordance with such customer agreement and these Gagemaker Portal Terms of Use.
Gagemaker Portal Customer shall be fully responsible for all activity of its Administrators and other Users in the applicable Gagemaker Portal, and any breach of these Gagemaker Portal Terms of Use by its Administrators and other Users. Except to the extent otherwise expressly agreed in its Gagemaker Business Agreement with Gagemaker, Gagemaker Channel Partner shall be fully responsible for all activity of its Clients, and their respective Administrators and other Users, in the applicable Gagemaker Portal Site, and any breach of these Gagemaker Portal Terms of Use by its Clients, Administrators and other Users.
Gagemaker Portal Customer hereby represents and warrants that it has all necessary rights, licenses and approvals to provide and manage its content and applications in the applicable Gagemaker Portal Site, and that its Administrators and Users who access and use the applicable Gagemaker Portal Site, and undertake any actions within an Gagemaker Portal Site, have been duly authorized by such Gagemaker Portal Customer, to do so on behalf of such Gagemaker Portal Customer.
Gagemaker Portal Customer hereby agrees to notify Gagemaker in the event it becomes aware of any violation of these Terms of Use by it, or any of its Administrators or Users, and in the case of a Gagemaker Partner, any of its Clients.
10. 1 Downloading Software
Portal Customer may download, install and use Software and Software patches from this Customer Portal only if Customer has a valid license from Gagemaker for the relevant software. Unless provided for otherwise, installation and use of any software are subject to the same terms and conditions as those applicable to the relevant software. Although reasonable efforts have been used to protect this website, software are made available “as is”, without any warranty of any kind. Also, installation and use are the sole and exclusive responsibility of the Customer and at Customer’s own risks.
11. Termination and Accountability
In the event a Gagemaker Portal Customer is in material breach of these Terms of Use, any Additional Legal Terms, or any other related Gagemaker Business Agreement, Gagemaker may, at its sole discretion, suspend or terminate its account and refuse it and/or its Clients any current or future use of the applicable Gagemaker Portal Site. Gagemaker shall not be liable to Gagemaker Portal Customer or any Client or other third party for any termination or change to the Gagemaker Portal Sites and/or the Gagemaker Materials and Gagemaker Services unless provided otherwise in its respective Gagemaker Business Agreements.
12. Personal Information and Data
By using the Gagemaker Portal Services and Software, Portal Customer consents to Gagemaker storing a limited amount of personal and company data. Gagemaker requires a minimal amount of personal information to create, maintain, and use the Portal account.
12.1 Third Party Data Usage
Unless required by law or court order, Gagemaker will not provide Portal Customer data to any third party except for the developers assigned to maintain, repair, develop, and administrate the Customer Portal and relevant Databases.
13. No Modifications, Reverse Engineering
Except as expressly permitted in the Terms, Portal Customer may not (a) modify, port, adapt or translate any portion of the Gagemaker Services or Software; or (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any portion of any Service or Software. If the laws of Customer’s jurisdiction gives Customer the right to decompile the Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, Customer must first request such information from Gagemaker. Gagemaker may, in our discretion, either provide such information the Customer or impose reasonable conditions, including a reasonable fee, on Customer’s decompilation of the Services or Software to ensure that Gagemaker and our suppliers’ proprietary rights in the Services and Software are protected.
14. Indemnity
Gagemaker Portal Customer acknowledges and agrees that it is responsible for all actions taken within the Gagemaker Portal Sites by it, and its Administrators and Users, and in the case of Gagemaker Partners, its Clients, and their respective Administrators and Users, all actions it directs Gagemaker to undertake on its behalf, or in the case of Gagemaker Partners, its Clients’ behalf, including, without limitation, any orders for Gagemaker Services, configuration changes, purge or content removal, use of Gagemaker Services, and events management activity. Gagemaker Portal Customer agrees to indemnify and hold Gagemaker and Gagemaker affiliates, officers, agents, partners, employees, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of Portal Customer’s usage of the Gagemaker Portal Site, Gagemaker Software, Gagemaker Materials, or Gagemaker Portal Services; Portal User breach of these Terms of Use; or Portal User’s alleged violation of any other rights of a third party.
15. Disclaimers
The Gagemaker Portal Sites, Gagemaker Portal Services and the Gagemaker Materials are provided “as-is” without representation or warranty of any kind, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, course of dealing, course of performance, usage of the trade, non-infringement, accuracy or security. Without limitation of the foregoing, Gagemaker does not warrant any third-party equipment, devices, hardware, cabling, materials, services, support, products, applications or licensed software supplied by parties other than Gagemaker. Gagemaker agrees to provide reasonable support for the Gagemaker Portal Sites, Gagemaker Portal Services and Gagemaker Materials; however, no service level agreement shall apply.
Statements and explanations of the Gagemaker Portal Sites, Gagemaker Materials or Gagemaker Services in promotional material or on the Gagemaker Portal Sites are made for explanatory purposes only; they are not meant to constitute any guarantee or warranty of certain features. Without limitation of the foregoing, Gagemaker does not represent or endorse the accuracy or reliability of any (a) links to web-pages of third parties contained on the Gagemaker Portal Sites, or the content obtainable on such web-pages or (b) information provided by third parties on the Gagemaker Portal Sites.
16. Limitation of Liability
UNLESS OTHERWISE PROVIDED IN THE APPLICABLE GAGEMAKER BUSINESS AGREEMENT,TO THE EXTENT ALLOWABLE BY APPLICABLE LAW, GAGEMAKER TECHNOLOGIES, INC. AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF GAGEMAKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE GAGEMAKER PORTAL SITES, GAGEMAKER MATERIALS OR GAGEMAKER PORTAL SERVICES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES ARISING OUT OF THE USE OR INABILITY TO USE THE GAGEMAKER PORTAL SITES, GAGEMAKER PORTAL SERVICES OR ANY GAGEMAKER MATERIALS, OR GAGEMAKER SERVICES PURCHASED OR OBTAINED DURING TRANSACTIONS CONDUCTED ON AN GAGEMAKER PORTAL SITE; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA; (d) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY ON OR LINKED VIA AN GAGEMAKER PORTAL SITE; OR (e) ANY OTHER MATTER RELATING TO THE GAGEMAKER PORTAL SITES, GAGEMAKER MATERIALS OR GAGEMAKER PORTAL SERVICES.
17. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of Texas, excluding Texas’ choice of law provisions. Parties expressly agree and irrevocably waive, to the fullest extent provided by law, any objection on the venue and forum of the proper court of jurisdiction in located Harris County, TX, location of the execution, delivery, and performance of the agreement.
Gagemaker Portal Customer also agrees to comply with all laws in any jurisdiction applicable to performance of its obligations hereunder and that may be applicable to the transmission of data on the internet, including, but, not limited to laws governing the use of encryption and laws governing the transmission of data across international boundaries, into prohibited countries, and containing personally identifiable information.
18. Dispute Resolution
If a Portal Customer has any concern or dispute, Customer agrees to first try to resolve the dispute informally by contacting Gagemaker. If a dispute is not resolved within 30 days of submission, any resulting legal actions must be resolved through final and binding arbitration, except that Customer may assert claims in small claims court if the claims qualify.
18.1 Rules
Any and all disputes, controversies, claims or demands arising out of or relating to the Gagemaker Software Distribution Network, Gagemaker Portal Sites, or these Terms of Use or any provision hereof, , or in any way relating to the relationship between Gagemaker and Portal Customers, whether in contract, tort or otherwise, at law or in equity, for damages or any other relief, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. Any such arbitration proceeding shall be conducted in Harris County, Texas. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). This arbitration provision shall be enforceable in either federal or state court in Harris County, Texas, pursuant to the substantive federal laws established by the Federal Arbitration Act. Any party to any award rendered in such arbitration proceeding may seek a judgment upon the award and that judgment may be entered by any federal or state court in Harris County, Texas, having jurisdiction. Binding arbitration means that no party to this Agreement can file a lawsuit against the other (except to compel arbitration or as noted in 18.3) and that all disputes or claims arising out of this Agreement or the legal services provided will be submitted to arbitration where there will be no jury or appeal to the courts.
18.2 No Class Actions
Portal Customers may only resolve disputes with Gagemaker on an individual basis, and Portal Customer may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
18.3 Injunctive Relief
Notwithstanding the aforementioned binding arbitration, in the event of unauthorized access to or use of the Services or Software in violation of these Terms of Use, Portal Customer agrees that Gagemaker is entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
19. Survival
Gagemaker Portal Customer’s confidentiality obligations hereunder shall survive termination of its applicable Gagemaker Portal Site account(s). Upon any termination of a Gagemaker Portal Site account, or Gagemaker’s written request, Gagemaker Portal Customer must cease use of Confidential Information and/or Gagemaker Services and return or destroy all Confidential Information in its possession or control.
20. Assignment and Transfer
Portal Customer may not assign or otherwise transfer the Terms or Customer’s rights and obligations under these Terms, in whole or in part, without Gagemaker’s written consent, and any such attempt will be void. Gagemaker may transfer its rights under these Terms to a third party.
21. Waiver and Severability
The failure of Gagemaker to exercise or enforce any right or provision of these Gagemaker Portal Terms of Use shall not constitute a waiver of such right or provision. To the extent that any provision in these Gagemaker Portal Terms of Use shall be found to be unenforceable, such provision shall be modified in such a manner so as to make these Gagemaker Portal Terms of Use as modified, legal and enforceable under applicable laws and the balance of the provisions of these Gagemaker Portal Terms of Use shall not be affected thereby.
22. User Password and Security
Using the Customer Portal and its related services requires the use of a password and a username. The confidentiality of Portal Customer’s password and account is Portal Customer’s responsibility. Portal Customer must take appropriate security measures to maintain the confidentiality of Portal Customer’s password and username and to prevent disclosure to any unauthorized persons. Any activities that occur under Portal Customer’s account are the responsibility of Portal Customer and not the responsibility or liability of Gagemaker. Portal Customer agrees to notify Gagemaker immediately of any unauthorized use of Customer account or any other breach of security by contacting us at (713) 472-7360 or via e-mail at marketing@gagemaker.com or sales@gagemaker.com. It is prohibited to use anyone else’s account without the express written permission of that account holder.
23. Icons, Logos and Other Proprietary Material
The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Customer Portal are registered and common law trademarks of Gagemaker. Nothing contained on the Customer Portal should be construed as granting, by implication, or otherwise, any license or right to use any of the Trademarks or Copyrighted material displayed on the portal without the written permission of Gagemaker. Use of any of the Trademarks displayed on the portal or displayed on any content on the portal is strictly prohibited.
Portal User should assume that everything is sees or reads on the portal is copyrighted and is a trade secret and may not be used except as provided in these terms and conditions of use or in the text on the portal without the written permission of Gagemaker.
24. No Unlawful or Prohibited Use
Portal Customer is prohibited from using the Customer Portal to damage, disable, or overburden Gagemaker’s or its affiliates’ servers or network or impair the portal or interfere with any other party’s use of the portal. Hacking, password mining or any other means to gain unauthorized access to the portal, portal accounts, computers or network is prohibited and will be prosecuted under any and all applicable laws. Posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law is also prohibited. Gagemaker will fully cooperate with any law enforcement authorities or court order requesting or directing Gagemaker to disclose the identity of anyone posting any such information and materials.