SECTION A – GENERAL TERMS
Introduction and Overview
Thank you for choosing Glympse Inc. We provide a platform (the “Platform”) that encompasses (1) managed services and (2) installable software (including our desktop or mobile applications), any accompanying documentation, and any updates to such software or documentation (collectively, “Software”). Glympse Inc., along with any parent, subsidiary, affiliate, or related, are referred to in these provisions as “Glympse Group Companies” or simply “Glympse” or “us.”
When you use the Platform, you enter a binding contract with us. Each section of the agreement begins with an italicized annotation that is intended to help you navigate the agreement. The annotations do not completely summarize the agreement though, and you should read each section carefully and in full. We’ve also bolded a few areas that talk about important legal rights, and you should be sure to read those sections carefully. These provisions in Section A apply to the Platform generally and are separate from the provisions in Section B which include additional provisions for your use of specific Glympse Software or Services.
If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf and the term “you” will refer to you, your company, or your client.
Agreement to These Terms
You need to agree to these terms to use our Platform. By using the Platform, you are instructing us to share your data across our Platform.
To access and/or use the Platform, you acknowledge and agree:
- To the terms and conditions of this agreement (“Agreement”), which includes:
- The current version of the terms set out in Section A and Section B; and
- Any additional provisions and conditions provided separately to you for your use of the Platform, which may include terms and conditions from third parties (which we refer to as “Additional Terms”)
- You are at least 18 years of age;
- You are capable of forming a binding contract with Glympse; and
- You are not a person who is prohibited from using the Platform under the laws of the United States, or any other applicable jurisdiction.
Your Personal Information
We want to be transparent about how we use personal information and about your rights in our Privacy Statement. You should only provide us with personal information of others if you have received permission to do so.
Change happens. When it does happen, we will update this Agreement. If the changes are material, you may need to accept the changes to use the Platform. Similarly, there may be circumstances where we need to update or discontinue the Platform.
We may modify the provisions of this Agreement at any time. We may notify you of such modifications by posting through the Platform or on our website or by other means. It is important that you review this Agreement whenever we modify it because your continued use of the Platform indicates your agreement to the modifications.
In some cases, you may need to accept changes to this Agreement to continue using the Platform. If you do not agree to the changes, you may stop using the Platform or terminate your account.
Similarly, we may update the Platform, including with tools, utilities, improvements or third-party applications. You agree to receive these updates. We may further modify, suspend or discontinue the Platform at any time. You agree that we will not be liable to you or any third party for any modification, suspensions, or discontinuance of the Platform.
Your Rights to Use the Platform
You can use our Platform for your own personal and lawful use or as otherwise permitted under this Agreement.
Except as set forth in the Section B terms, you may access and use the Platform for your own internal, lawful commercial and non-commercial purposes only.
We may provide you with access to beta features in the Platform. You are free to use them, but they are provided as-is.
We may include new and/or updated pre-release and trial features in the Platform and such features are provided as-is. Your use of such features is at no additional cost, but you must follow additional rules or restrictions that we may place on their use.
You will provide accurate, up-to-date account information and securely manage such information.
You may need to sign up for an account to use the Platform. We may need to verify your identity and you authorize us to collect information (e.g., date of birth, address) from you to do so (collectively, with all information requested to enable your account, “Account Information”). You will provide accurate, up-to-date Account Information, and we disclaim any liability arising from your failure to do so. Such failure may further limit your ability to use the Platform and affect the Platform’s accuracy and effectiveness.
You are responsible for securely managing your Account Information, including any password(s) for the Platform. You will notify us immediately if you believe that your Account Information or device you use to access the Platform has been lost or stolen or that someone is using your account without your permission.
Payment & Cancellations
Some Services may be free, others may have costs associated. For those with costs, we may charge your payment method for fees or on a subscription basis. You may cancel your subscription at any time (but you may not receive a refund).
We may require payment of fees or a subscription charge for use of the Platform (or certain portions of the Platform) and you agree to pay such fees. If you registered for a trial, you may need to purchase the Platform before the trial ends in order to retain access to any content provided to, or created through, the Platform.
Payments will be billed in U.S. dollars. Your account will be charged upon purchase and when you provide your payment information unless stated otherwise in applicable payment provisions. If your payment information is not accurate, current, and complete, we may suspend or terminate your account. If you do not notify us of updates to your payment information, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
You may be charged a subscription fee in advance on an annual basis or other recurring interval disclosed to you prior to your purchase. For annual subscriptions, we will send you a reminder with the then-current subscription fee no less than thirty (30) days and no more than sixty (60) days before your subscription term ends, or otherwise as required by applicable law. Glympse may change the price for recurring subscription fees from time to time with notice to you. Price changes will take effect at the start of the next subscription period following the date of the price change. If you do not agree with the price change, you may unsubscribe prior to the price change going into effect.
Your payment to Glympse will automatically renew at the end of the applicable subscription period, but you can cancel a subscription at any time. Subscription cancellations will take effect the day after the last day of the current subscription period. If you cancel in the middle of a subscription period, you will be able to continue to access and use the applicable Service until the end of your subscription period. We do not provide refunds or credits for any cancellations or partial subscription period.
Desktop and Mobile App Use
Desktop and mobile versions of our Platform may be available for download, but you must follow applicable third-party terms when using them.
The Platform may be available through one or more apps for a compatible desktop computer or mobile device. You agree that you are solely responsible for any applicable changes, updates and fees as well as complying with the provisions of your agreement with your telecommunications provider and any third-party mobile app marketplace.
With respect to the applicable Software, you are only granted limited rights to install and use the Software you have downloaded, signed up for or for which you have purchased a license or acquired a free trial. Glympse reserves all other rights in the applicable Software not granted to you in writing in this Agreement. Conditioned upon your compliance with the terms and conditions of this Agreement (including all payment obligations), Glympse grants you a personal, limited, nonexclusive, nontransferable, revocable license to use the applicable Software only for the period of use provided in the ordering and activation terms (as applicable), as set forth in this Agreement or in Glympse’s then-current product discontinuation policies (as updated from time to time) and only for the purposes described by Glympse for the applicable Software.
You acknowledge and agree that such Software is licensed, not sold. You will not delete or in any manner alter, the copyright, trademark and other proprietary rights notices or markings appearing on the Software as delivered to you.
Third Party Advice and Products
You may have access to third-party products. Any such products are not covered under this Agreement.
The Platform may include information about our offers for third-party services or products or allow you to access or connect your account to third-party services or products. Glympse does not warrant, and is not responsible for, the services and products or claims made about them, or the actions or inactions of any third party. You must review and comply with the third-party’s services and product provisions. Glympse may be compensated by those third parties, which could impact whether, how and where the services and products are displayed.
Content and Data
What’s yours remains yours, what’s ours remains ours, but we may use information you provide to improve our Platform.
You are solely responsible for anything you write, submit, receive, share and store or any data you input into the Platform (collectively, your “Content”). Content includes, but is not limited to, data, information, materials, text, graphics, images, audio, video that are uploaded, transmitted, posted, generated, stored, or otherwise made available through the Platform. You have no obligation to provide any content to the Platform, and you’re free to choose the content that you want to provide. You acknowledge certain functionality in the Platform may be dependent on the provision of Content and may not be available without such Content.
Your Content remains yours, which means that you retain any intellectual property rights that you have in your Content. By sharing your Content on the Platform, you hereby grant Glympse a license to use your Content, as described in more detail below.
- What’s covered
- This license covers your Content to the extent your Content is protected by intellectual property rights.
- This license is:
- Worldwide, which means it’s valid anywhere in the world;
- Non-exclusive, which means you can license your Content to others; and
- Royalty-free, which means there are no fees for this license.
- This license allows Glympse to:
- Host, reproduce, distribute, communicate, sublicense, and use your Content — for example, to save your Content on our systems and make it accessible from anywhere you go;
- Publish or publicly display your Content, if you’ve made it visible to others; and
- Modify and create derivative works based on your Content, such as reformatting or translating it.
- This license is for the limited purpose of:
- Operating, providing and improving the Platform, which means allowing the Platform to work as designed and creating new features and functionalities
- This license lasts for as long as your Content is protected by intellectual property rights.
- Glympse may collect, derive or generate deidentified and/or aggregated data regarding your usage of or the performance of the Platform, including data derived from your Content. Glympse will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving, or marketing Glympse’s products and services, including the Platform.
- As between you and Glympse, Glympse and its licensors retain all right, title or interest in and to the Platform, except for the rights granted to you.
We expect you to obey the law and follow certain rules in using the Platform.
Glympse does not condone or support any activity that is illegal, violates the rights of others, harms or damages Glympse’s reputation, or could cause Glympse to be liable to a third party. At minimum, you may not use the Platform to:
- Violate any law, regulation, executive order or ordinance, including through actions that give rise to criminal, civil, administrative or regulatory liability and/or fines;
- Post or share Content that is or may be illegal or inappropriate, including material that may be defamatory, obscene, harassing, offensive, fraudulent, objectionable or infringing;
- Transmit any virus, trojan horse, or other disruptive or harmful software or data;
- Send any unsolicited or unauthorized advertising, such as spam;
- Impersonate or misrepresent your affiliation with Glympse;
- Reproduce, modify, resell, license, or provide free or unauthorized access to the Platform or make the Platform available on any file-sharing, virtual desktop, or application hosting service;
- Attempt to reverse engineer, decompile or disassemble in any way any of the Platform;
- Engage in unauthorized access, monitoring, interference with, or use of the Platform or third-party accounts, information (including personal information), computers, systems or networks, including scraping or downloading content that doesn’t belong to you;
- Use the Platform for general archiving or back-up purposes; or
- Encourage or enable any other individual to do any of the above or otherwise violate this Agreement.
We take copyright seriously at Glympse. We respect the copyrights of others and expect you to do the same. If you repeatedly infringe the copyrights of others, we may terminate your account.
Glympse may terminate your use of the Platform based on our reasonable suspicion that your activities, business or products are objectionable or promote, support or engage in any of the prohibited uses described above.
Glympse may (but has no obligation to) monitor the use of the Platform or Content and may edit or remove any Content. We may disclose any information necessary to satisfy our legal obligations, protect Glympse or its customers, or operate the Platform properly.
Community Forums; Feedback
You may be able to communicate with others through our Platform but please be respectful. Suggestions you provide for improving our Platform may be used freely by us.
The Platform may include a community forum or other social features that enable you to exchange Content and information with other users of the Platform and the public. Glympse does not support and is not responsible for the Content in these community forums. Please be respectful when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which Glympse is not responsible.
You may provide Glympse your feedback, suggestions, or ideas for the Platform. You grant Glympse a perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully paid-up, royalty free license to use your feedback, suggestions, and ideas in any way, including in future modifications of the Platform, other products or services, advertising or marketing materials.
You may cancel your account and Glympse may suspend or terminate your use of the Platform.
For mobile apps, removing the app may not cancel your subscription or delete your data.
This Agreement is effective until your subscription expires, or you cancel your account or Glympse terminates this Agreement (or your account). Glympse may terminate this Agreement (and your account) or suspend the Platform at any time in our discretion.
Please note that removing a Glympse mobile app from your device may not cancel your subscription or delete your data. If you want to cancel your subscription for a Service, please follow the applicable Service instructions. If you wish to delete your data from a Service, please log into Glympse Account Manager and follow the instructions under the respective data and privacy settings or follow the instructions in our Global Privacy Statement.
Effect of Termination
You must stop using the Platform once your subscription expires or you cancel your account (or if this Agreement or your account is terminated).
Upon expiration of your subscription or cancellation of your account, or Glympse’s termination of your account or this Agreement, you must immediately stop using the Platform and pay all fees for Platform used. No expiration or termination will affect your obligation to pay all fees due or that may have accrued through the effective date of expiration or termination or entitle you to any refund.
There are a few parts of this Agreement that will continue to apply after termination.
The following Sections will survive any termination, discontinuation or cancellation of the Platform or your account: “Your Personal Information,” “Payment and Cancellations” (with respect to fees due and unpaid), “Content and Data,” “Community Forums; Feedback,” “Effect of Termination,” “Disclaimers,” “Limitation of Liability,” “Indemnity Obligations,” “Disputes,” and “General Terms (Miscellaneous)”.
We may contact you from time to time to support your use of the Platform.
In order to properly support and serve you, we occasionally need to reach out and contact you, and may do so in a variety of ways such as via text message, email or messaging functionality in the Platform. We want to provide you options for receiving communications from us, and as such you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us, depending on the Platform. You will need to notify us of any changes to your contact details to ensure your preferences are updated.
Third Party Account Information
Glympse is not responsible for any account information obtained from third parties.
When you direct Glympse to retrieve your account information from third parties, you grant Glympse a limited power of attorney to access the third-party services to retrieve such account information. Glympse will be acting as your agent and will not be acting on behalf of the third party.
Glympse does not review third party account information for accuracy and is not responsible for any issues or expenses resulting from such account information, including any inaccuracy, error, delay, or non-delivery. For clarity, Glympse is not responsible for any payment processing errors or fees arising from inaccurate account information provided by third parties.
We don’t make any warranties about the Platform except as expressly stated in this Agreement.
The only warranties we make about the Platform are (1) stated in this Agreement, or (2) as provided under applicable laws. The Platform is otherwise provided “as-is,” and we do not make any other warranties about the Platform. Unless required by law, we do not provide implied warranties, such as the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that the Platform is error-free, secure, or free from any viruses or other harmful components. We also do not provide any warranties with respect to data loss or to the accuracy, reliability, or availability of the Platform, nor of any content (including any Content) or information made available in the Platform. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days from the date of purchase or delivery of the Platform, whichever is sooner.
Limitation of Liability
Our liability is limited when it comes to issues you may encounter with our Platform.
Other than the rights and responsibilities described in this Agreement and as allowed by applicable law, Glympse won’t be responsible for any losses.
- The total aggregate liability of Glympse and our third-party providers, licensors, distributors, or suppliers (“Glympse Parties”) arising out of or relating to this Agreement is limited to the greater of (1) the fees that you paid to use the relevant Service(s) in the 12 months before the breach or (2) $100.
- The Glympse Parties won’t be responsible for the following:
- Loss of data, profits, revenues, business opportunities, goodwill or anticipated savings;
- Indirect, incidental, or consequential loss; or
- Punitive damages.
The above limitations apply even if the Glympse Parties have been advised of the possibility of such damages. This Agreement sets forth your exclusive remedy with respect to the Platform and its use.
If you’re legally exempt from certain responsibilities, including indemnification, then those responsibilities don’t apply to you under this Agreement. For example, the United Nations enjoys certain immunities from legal obligations and this Agreement doesn’t override those
If someone sues us because you used the Platform unlawfully or didn’t follow our rules, you will be responsible for any harm to us.
You will indemnify and hold harmless the Glympse Parties for any losses, damages, judgments, fines, costs and expenses (including legal fees) in connection with any claims arising out of or relating to your unlawful or unauthorized use of the Platform or violation of this Agreement. Glympse reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any claims. You agree to reasonably cooperate as requested by Glympse in the defense of any claims.
In the event we are unable to resolve any dispute through an informal dialogue, a third-party arbitrator or small claims court will help us resolve any disputes we might have, and any disputes will be resolved on an individual basis rather than as a class action.
If you are a U.S. customer:
You and Glympse agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Platform or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.
Either you or Glympse can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Glympse may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court in the Superior Court of California, County of Santa Clara.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Glympse are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and/or the termination of your account.
If you elect to seek arbitration, you must first send to Glympse a written notice of your Claim (“Notice of Claim”). The Notice of Claim to Glympse should be sent in care of our registered agent Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The Notice of Claim should include both the mailing address and email address you would like Glympse to use to contact you. If Glympse elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Glympse, must (a) describe the nature and basis of the Claim or dispute; and (b) set forth the specific amount of damages or other relief sought. You and Glympse agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Glympse therefore agree that, after a Notice of Claim is sent but before either you or Glympse commence arbitration or file a Claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by this Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Glympse is represented by counsel, its counsel may participate in the conference as well, but Glympse agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in
the informal dispute resolution process required by this paragraph.
If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Glympse may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a Claim in small claims court unless you and Glympse are unable to resolve the Claim within sixty (60) days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Glympse during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Glympse agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by this Agreement. Unless Glympse and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.
The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California or the state of your residence and will be selected by the parties from the AAA’s National Roster of Arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by this Agreement. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.
The parties agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and an Glympse company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.
The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Glympse will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.
Unless you or Glympse seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Glympse and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or Glympse prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Glympse will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Santa Clara County, California. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Glympse will not reimburse your initial filing fee. The parties agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Glympse, and you and Glympse waive any objection to such fee modification.
You and Glympse agree that each may bring Claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
Further, if you have elected arbitration, unless both you and Glympse agree otherwise, the arbitrator may not consolidate any other person’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Glympse believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that Glympse may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Disputes Section shall be null and void.
General Terms (Miscellaneous)
The laws of Washington State govern this Agreement and any disputes that may arise. Washington State law and the Federal Arbitration Act will govern all disputes arising out of or relating to the Platform, this Agreement and any Additional Terms, regardless of conflict of laws rules.
Global Trade and Export Restrictions
You are allowed to use the Platform under the laws of the U.S. and other applicable territories. The Platform shall not be exported to countries that are embargoed by the U.S. government.
You agree that you and anyone who uses the Platform, including the related website, online services and mobile apps, are not prohibited from using the Platform under the laws and regulations of the United States or other applicable jurisdiction. For example, you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or any other similar
prohibition. You acknowledge that the Platform may be subject to restrictions under applicable U.S. export control laws and regulations. You agree that you will comply with these export control and sanctions laws and regulations and will not transfer or provide any part of the Platform, in violation of these laws and regulations, directly or indirectly.
Government End Users of Software
Even if you are a government end user, your rights to Software are limited to what is described in this Agreement.
The Software is a “commercial item” as that term is defined in FAR 2.101, consisting of “commercial computer software,” as such term is used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software will be only those specified in this Agreement.
If we waive some of our rights under this Agreement, it doesn’t mean we waive our rights in other circumstances.
Glympse’s failure to act or enforce any of its rights does not constitute a waiver of any of our rights. Any waiver by Glympse of any of the provisions in the Agreement must be made in writing and signed by a duly authorized officer of Glympse.
You can’t transfer this Agreement or your right to use the Platform to someone else without our permission.
Glympse may assign this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.
If a court voids a term of this Agreement, the other terms will not be affected.
If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed, and the remaining provisions will remain in full force and effect.
If you have any questions about the Platform or this Agreement, please contact Glympse support.
SECTION B – PRODUCT SPECIFIC TERMS
Your use of the Services provided by Glympse (as defined in the Section A Terms) and described below are subject to the Section A Terms above and these Additional Terms and Conditions (“Section B Terms”). These Section B Terms will prevail over any conflict or inconsistency with the Section A Terms.
The Section B Terms include provisions applicable to your use of Glympse Services generally, as well as additional provisions for your use of specific products and services.
The Agreement governs your use of each of the following “Services,” as applicable:
Glympse PRO Service
When you initially register for and create an account for a Service, you are, or a party that you authorize is, the “Administrator”. Administrators may authorize additional users to access the Services through the same account, subject to limitations based on the subscription you purchase (such users, “Additional Users”). All Additional Users will be required to accept the Agreement before accessing the Services. Only Administrators may designate another individual as a replacement administrator, and you are responsible for your Additional Users’ access to the Services. Once an Administrator closes or terminates access to a Service, Additional Users will no longer be able to access such Services or any Content (defined in the Section A Terms) within the Service. If you are an Administrator, you agree to provide sufficient prior notice to your Additional Users of your desire to terminate access to the Services. Any violation of the Agreement by any Additional User may result in the termination of an Administrator’s or other Additional User’s access to the Services. Additional Users may not have the same level of access or rights as an Administrator. You warrant that you have obtained all necessary authorizations from each Additional User to: (i) act as their agent in using the Services on their behalf and you accept all liability arising from their use of the Services; and (ii) allow Glympse to provide the Services.
3. USAGE LIMITS
We may limit usage for some features of the Services based upon the subscription you purchased. These features may include but are not limited to system-generated fields, third party applications, and users.
Deactivation/Cancellation When Exceeding Usage Limits
If you exceed the usage limits for the subscription for the Services you purchased, we may immediately cancel or suspend your subscription to the applicable Service and your access to the applicable Services and to your data without notice. If your access to the applicable Services is terminated, you will not be charged further for your subscription; however, you will not be entitled to any proration of fees or refunds for unused subscriptions. We reserve the right to maintain your data in a read-only format for purposes of reviewing historical activity, which you may have access to view for up to 12-months after termination of access.
If you choose to downgrade to a Services plan with a lower usage limit, you will not be able to complete the downgrade until your company file is under the new Services plan’s usage limits.
You must be within your plan’s usage limits prior to reactivating the Services subscription.
4. TELEPHONE NUMBERS
You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that Glympse may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Glympse sending text messages containing security codes to your telephone number. You agree to receive these texts from Intuit containing security codes as part of the MFA process. In addition, you agree that Intuit may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, Intuit may use your telephone number to contact you about special offers or other Intuit or third-party products or services unless you opt out of such marketing. For the Product Support and Mobile App Download Programs, Message and Data rates may apply. Mobile carriers are not liable for delayed or undelivered messages. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to Intuit (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).