iGIF TERMS OF USE AGREEMENT

This Terms of Use Agreement is a binding Agreement between you and BriefKey, LLC (“BriefKey”) that governs your access and use of (i) the iGIF website located at www.igif.co, (ii) the iGIF software application, (iii) the BriefKey website located at www.briefkey.com, and (iv) the BriefKey software application (collectively, the “BriefKey Services”) provided by BRIEFKEY. By downloading, installing, accessing or using the BriefKey Services, you are indicating your acknowledgment and acceptance of this Agreement. Please read this Agreement carefully.

The terms of use set forth herein are subject to change by BriefKey at any time in its discretion. Your access or use of the BriefKey Services after such changes are implemented constitutes your acknowledgement and acceptance of the changes. Please consult this Agreement regularly.

Access and Use of the BriefKey Services

To access and use the BriefKey Services or some of the resources offered, you may be asked to provide certain registration details or other information. It is a condition of your use of the BriefKey Services that all the information you provide to BriefKey will be correct, current, and complete. If BriefKey believes the information you provide is not correct, current, or complete, BriefKey has the right to refuse you access to the BriefKey Services or any of its resources, and to terminate or suspend your access at any time. BriefKey will treat any personal information that you submit through this site in accordance with its Privacy Policy [www.briefkey.com/privacy/].

Restrictions On Use

You may use the BriefKey Services for purposes expressly permitted. You may not use the BriefKey Services for any other purpose, including any commercial purpose, without BriefKey’s express prior written consent. For example, you may not (and may not authorize any other party to) co‑brand the BriefKey Services without the express prior written permission of an authorized representative of BriefKey. For purposes of this Agreement, “co‑branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute the BriefKey Services or content accessible through the BriefKey Services. You agree to cooperate with BriefKey in causing any unauthorized co-branding immediately to cease.

Intellectual Property Rights and Proprietary Information

The material and content accessible through the BriefKey Services (the “Content”) is the intellectual property or proprietary information of BriefKey or the party that created the Content, and BriefKey or the party that created the Content retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, or transmitted for any commercial purpose, or for any other purpose prohibited herein, without the prior written consent of BriefKey. The Content is intended for your personal, non-commercial use strictly in accordance with this Agreement. You may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in this Agreement or by the proper use of the BriefKey Services may violate BriefKey’s intellectual property rights, or the intellectual property rights of the Content’s creator. Neither title nor intellectual property rights are transferred to you by access or use of the BriefKey Services. 

Trademarks, service marks, and logos appearing in the BriefKey Services are the property of BriefKey or the party that provided the trademarks, service marks, and logos to BriefKey or the party that created the Content. BriefKey and any party that provided Content or trademarks, service marks, and logos to BriefKey retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this site. 

You acknowledge and agree that you shall not:

            ●          sell or use the BriefKey Services or Content to (i) develop or provide a virtual keyboard or mobile application, (ii) create or expand any databases, or (iii) provide any product or service similar to the BriefKey Services.

            ●          copy the BriefKey Services or Content except as expressly provided by this Agreement or the BriefKey Services guides and instructions.

            ●          modify, translate, adapt, or create derivative works or improvements, whether or not patentable or copyrightable, of the BriefKey Services or Content.

            ●          reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code or technology underlying the BriefKey Services or Content.

            ●          rent, lease, lend, sublease, license, assign, distribute, publish, transfer, data mine, scrape, or otherwise make available the BriefKey Services or any of its Content, features, or functionality to any third party for any commercial purpose or in competition with BriefKey, including making the BriefKey Services available where it is capable of being accessed by devices other than your personal devices.

Submissions

You hereby grant to BriefKey the royalty-free, perpetual, irrevocable, worldwide, non‑exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display all content, remarks, suggestions, ideas, graphics, or other information communicated to BriefKey through the BriefKey Services (together, the “Submission”), and to incorporate any Submission in other works in any form, media, or technology now known or later developed. BriefKey will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future BriefKey operations.

You warrant that you have all necessary permission to submit, upload or post the Submission and that the Submission does not violate applicable law. You further warrant that the Submission does not infringe any rights of third parties, including the intellectual property rights of any third parties. You agree to pay any damages, royalties, fees or other amounts owed to any third party as a result of your Submission.

You may not post, send, submit, publish, or transmit in connection with the BriefKey Services any material that:

●          you do not have the right to post, including proprietary material of any third party;

●          advocates illegal activity or discusses an intent to commit an illegal act;

●          is vulgar, obscene, pornographic, or indecent;

●          threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, racist, abusive, harassing, threatening or offensive;

●          seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

●          infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;

●          violates any law or may be considered to violate any law;

●          impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;

●          advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized by the BriefKey Services;

●          solicits funds, advertisers or sponsors;

●          includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;

●          disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via the BriefKey Services;

●          disobeys any policy or regulations established from time to time regarding use of the BriefKey Services or any networks connected to this site; or

●          contains hyper-links to other sites that contain content that falls within the descriptions set forth above.

BriefKey reserves the right to monitor use of the BriefKey Services to determine compliance with this Agreement, as well the right to remove or refuse any Submission or information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your Submission(s). You acknowledge and agree that neither BriefKey nor any third party that provides Content to BriefKey will assume or have any liability for any action or inaction by BriefKey or such third party with respect to any Submission.

Hyper-Links

The BriefKey Services may include or contain hyper-links to other sites, which are not maintained by, or related to, BriefKey. Hyper-links to such sites are provided as a service to users and are not sponsored by or affiliated with the BriefKey Services or BriefKey. BriefKey has not reviewed any or all of such sites and is not responsible for the content of those sites. Hyper-links are to be accessed at the user’s own risk, and BriefKey makes no representations or warranties about the content, completeness or accuracy of these hyper-links or the sites hyper-linked to by the BriefKey Services. Further, the inclusion of any hyper-link to a third-party site does not necessarily imply endorsement by BriefKey of that site.

Disclaimer

You understand that BriefKey cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data.  BriefKey does not assume any responsibility or risk for your use of the Internet.

YOUR USE OF the BriefKey Services IS AT YOUR OWN RISK. The Content is provided “as is” and without warranties of any kind, either expressed or implied. BriefKey disclaims all warranties, including any implied warranties of merchantability, fitness for a particular purpose, TITLE, OR NON-INFRINGEMENT. BriefKey does not warrant that the functions OR CONTENT contained in the BriefKey Services will be uninterrupted or error-free, that defects will be corrected, or that the BriefKey Services or the serverS that make it available are free of viruses or other harmful components. BriefKey does not warrant or make any representation regarding use, or the result of use, of the content in terms of accuracy, reliability, or otherwise. The content may include technical inaccuracies or typographical errors, and BriefKey may make changes or improvements at any time. You, and not BriefKey, assume the entire cost of all necessary servicing, repair or correction IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF the BriefKey Services OR ITS CONTENT. BriefKey MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.

All of the information in the BriefKey Services, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and BriefKey does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.

Limitation on Liability

BriefKey, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF BRIEFKEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF BRIEFKEY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO BRIEFKEY FOR THE APPLICABLE CONTENT OR SERVICE OUT OF WHICH LIABILITY AROSE.

Indemnity

You will indemnify and hold BriefKey, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, managers, directors, and contractors (the “Indemnified Parties”) harmless from any breach of this Agreement by you, including any use of Content other than as expressly authorized in this Agreement. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, and attorneys’ fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.

Security

BriefKey reserves the right to investigate suspected violations of this Agreement. BriefKey reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing BriefKey to disclose the identity of anyone posting any material, or publishing or otherwise making available any materials that are believed to violate this Agreement.

BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS BRIEFKEY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY BRIEFKEY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER BRIEFKEY OR LAW ENFORCEMENT AUTHORITIES.

Miscellaneous

This Agreement will be governed and interpreted pursuant to the laws of Florida, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in Florida in connection with any dispute between you and BriefKey arising out of this Agreement or pertaining to the subject matter hereof. The parties to this Agreement each agree that the exclusive venue for any dispute between the parties arising out of this Agreement or pertaining to the subject matter of this Agreement will be in the state and federal courts in Orlando, Florida. If any part of this Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Agreement constitutes the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions in the BriefKey Services will govern the items to which they pertain. BriefKey may revise this Agreement at any time by updating this posting.

Last updated: February 6, 2016.

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