Terms of Use

Welcome to the terms of use (the "Agreement") for GEP's website(s), including gep.com, smartbygep.com and all other related GEP websites providing information about GEP’s services and tools (collectively, the "Website").

This document consists of the following parts:

• Introduction
• Your use of the Website
• Termination
• Intellectual property rights
• Indemnification
• Disclaimer of warranty; limitation of liability
• Miscellaneous provisions

This Agreement between NB Ventures, Inc., d/b/a GEP ("GEP") and you ("You" or “Your”) and governs Your use of the Website.

Your use of the Website constitutes an acknowledgement that You have read the most recent version of the Agreement and that You agree to adhere to its terms. If You do not agree to be bound by the terms of this Agreement, please cease all further use of the Website. If You have any questions concerning this Agreement, please contact GEP at support@gep.com.

GEP reserves the right to change this Agreement, at any time, in its sole discretion, by posting the amended terms on the Website, which shall automatically be effective. Please review this Agreement carefully before Your first use and every subsequent use of the Website, as Your continued use of the Website constitutes Your acceptance of the amended terms.

This Agreement does not govern the use of any software or related services [including GEP SMART™ (aka SMART by GEP®), GEP NEXXE™ etc.] provided by GEP for which there is a separate agreement.

GEP may collect, use, store and otherwise process Your personal information during Your interactions with the Website. GEP is firmly committed to maintaining the privacy of the information that You and other users of the Website provide to GEP. You can review GEP's current Privacy Statement and Cookie Policy. Our Privacy Statement explains how we process Your personal information and our Cookie Policy provides information about the cookies that we use.

The Website, including any material or content therein, is not intended for individuals that are under the age of 18. GEP does not knowingly or intentionally process the personal information of any individual under the age of 18.

The Website, including any material or content therein, are provided for Your informational, personal and non-commercial use only. You may print or share the content from the Website for lawful personal, private or non-commercial purposes, and You may also make others within Your organization aware of the content on the Website. If you share any content or materials from the Website with others, You will acknowledge GEP as the authors of the content or materials (or any other authors wherever credited by GEP at the time when You pass on such content or materials).

You must not:

• copy, modify, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, rent, lease, or sell the materials or content on the Website;
• gain any commercial advantage or monetary compensation through Your use of the Website;
• copy or post the Website, or any materials or content therein, on any computer network, or otherwise publish, broadcast, or distribute it in any manner or media, or modify or alter the materials and content, including any copyright notices, in any way;
• use any robots, spiders, data mining or scraping technology or any similar third-party tools for the extraction or reproduction of any data or content from the Website without GEP’s prior written consent;
• V. use the Website in any manner that could interfere, damage, disrupt, or impair any GEP machines or servers, hardware, equipment or the networks connected to any GEP server, or interfere with any other party's use or access of the Website;
• gain or attempt to gain unauthorized access to any GEP Website or other accounts, computer systems or networks connected to any GEP server, through hacking, password mining or any other means;
• obtain or attempt to obtain any materials or information through any means not intentionally made available through the Website;
• use the Website for any purpose that is fraudulent, fictitious, counterfeit, defamatory, libelous, threatening, harassing, misappropriated, stolen or otherwise unlawful or illicit;
• use the Website for any purpose that would infringe the intellectual property rights or other proprietary rights of any third party, including without limitation copyrights, patents, trademarks, trade secrets or rights of publicity or privacy;
• use the Website for any purpose that would violate any law, statute, ordinance, or regulation ("Law") whether local, state, national or international, including without limitation those Laws governing export control, munitions controls, mislabeling, consumer protection, transportation of hazardous materials, drugs, health, unfair competition, or false advertising;
• XI. use the Website for conducting any unsolicited or unauthorized marketing or advertising whether direct or indirect, by any means, or to otherwise spam, communicate with or market to anyone any goods or services or business not authorized by GEP;
• use the Website to impersonate any person or entity, including, but not limited to, a GEP official or employee, or any other third party, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
• use the Website for any purpose that would initiate or involve the purchase or sale, or offer for the purchase or sale, of any prohibited items; or
• upload or transmit any viruses, Easter eggs, kill switches, disabling devices, Trojan horses, worms, time bombs, bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, or data (including any Personal Information).

No violation of applicable law: You agree that You will comply at all times with all applicable Laws. You acknowledge that You are solely responsible for ensuring that the manner in which You transmit and receive information and use the Website complies with all Laws.

Prohibited items: In particular, and without limiting the foregoing, GEP does not allow listing, buying, selling or otherwise posting information about any goods or services that may be in any of the prohibited categories as regulated by Law.

Where the Website contains links to other sites and resources provided by third parties, these links are provided for your information and convenience only. GEP has no control over, and is not responsible for, the contents of those sites or resources, nor for any damage or loss resulting from Your use of such sites or resources. GEP reserves the right to remove links without notice.

You must not establish a link which:

• suggests any form of association, approval or endorsement on the part of GEP where none exists;
• links to GEP’s application(s), website and services from a website that is not owned by you;
• involves the unauthorized use of any GEP trademark; and/or
• takes the form of a link that disguises the URL and/ or bypasses the homepage or pages containing the entity copyright, legal disclaimer and online policy statement.

GEP reserves the right to withdraw linking permission without notice.

GEP does not represent or endorse the accuracy, reliability, completeness, usefulness, non-infringement of intellectual property rights, or quality of any content provided by third parties (if any) on the Website. GEP may remove any content posted on the Website at GEP’s sole discretion.

Any rights not expressly granted through this Agreement are reserved.

At any time and with or without cause, GEP may immediately discontinue providing or limit access to the Website, or any material or content therein. GEP may, in its sole discretion, at any time terminate this Agreement, or any or all of rights and privileges granted to You or any of the other visitors hereunder, and GEP may also suspend your use or refuse to provide you access to the Website and services provided thereby. In the event You are in material breach of the Terms of Use, GEP may refuse You any current or future use of the Website, or materials and content therein, without notice. GEP may also terminate this Agreement to comply with laws applicable to GEP for lawful operation of the Services provided by GEP. GEP shall not be liable to you or any third party for such suspension or termination.

All intellectual property rights to the Websites, and all material and content therein, belong to GEP or the individual or entity that submitted it. You hereby acknowledge that GEP's trade names, trademarks and service marks (including without limitation "GEP.com," "GEP®," “SMART by GEP®" and variations thereof), domain name, logo, graphics, content, configurations, images, displays, screens, patents, trade secrets, copyright, design, utility model or any other intangible property right and proprietary rights (collectively, "intellectual property rights") are and shall continue to be solely owned by GEP. GEP makes use of third party trade names, trademarks, service marks, domain names and logos (collectively, "third party marks"), and those third party trademarks are and shall continue to be solely owned by such third parties.

You are not permitted to copy, modify, create derivative words from, transmit, redistribute, use or publish any of the intellectual property rights or third party marks unless expressly permitted under this Agreement.

You hereby grant GEP a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use information You provide through your use of the Website for the purposes set out in GEP’s then-current Privacy Statement. You acknowledge that GEP may collect, use and disclose qualitative and quantitative data derived from Your use of the Website for analytics and other business purposes, solely in an aggregated and anonymized form from which You cannot be identified.

If You believe that Your user information or any content on the Website has been copied in a way that constitutes copyright infringement, please notify GEP at privacy@gep.com and provide the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that You claim has been infringed; a description of where the material that You claim is infringing is located on the website or services; Your address, telephone number and email address; a written and signed statement by You that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or applicable law; and a written and signed statement by You, made under penalty of perjury, that the information that You provide pursuant hereto is accurate and that You are the copyright owner or are authorized to act on the copyright owner's behalf.

You agree to indemnify GEP and its affiliates for and from any loss or damages, including reasonable attorneys' fees, arising from or relating to out of (i) any breach or alleged breach by You of the terms of this Agreement; (ii) Your use of the Website and any material and contents therein; (iii) Your violation of any third party rights including, without limitation, any intellectual property rights, confidentiality, publicity, or privacy rights, which is directly or indirectly related in any manner to this Agreement.

In particular, and without limiting the foregoing, because GEP does not and cannot control the actions of its Website users, in the event that You have a dispute with respect to any content on the Website, you hereby agree to indemnify and release GEP and its affiliates from any and all claims, demands, liabilities, losses and damages (both actual and consequential) of every kind and nature, whether known or unknown, suspected or unsuspected, and disclosed or undisclosed, arising out of or in any way connected with such dispute.

To the fullest extent permitted by applicable law, GEP disclaims all warranties, express or implied, including without limitation the warranties of title, merchantability, fitness for a particular purpose or noninfringement. Without limiting the foregoing, You acknowledge and agree that (i) GEP does not warrant that the Website shall be error-free or operate without interruption, and the Website is provided "as is" and without warranty of any kind; (ii) GEP does not and cannot control the flow of data and information through the internet, and such flow depends on the performance of third parties whose actions or inactions may produce situations in which connections to the internet (or portions thereof) are impaired or disrupted and for which GEP is not liable; (iii) GEP does not warrant that the information provided via the Website, whether concerning the goods or services or the user information or any other subject, is complete or accurate.

In no event shall GEP or any of its affiliates be liable to You for any special, consequential, incidental, indirect, punitive or exemplary damages, or lost profits or for the cost of procurement of substitute goods or services, however caused, as a result of Your use of or reliance on the Website or any content or material therein, or inability to use the Website, whether for breach of warranty, contract, tort, negligence, strict liability or otherwise, even if the party has been advised of the possibility of such damages.

Equitable Remedies: Both parties acknowledge and agree that money damages and other remedies at law may not provide an adequate remedy in the event of a breach of this Agreement. Therefore, in addition to any other remedies that may be available, the non-breaching party shall be entitled to seek injunctive relief or specific performance or other equitable remedies.

Cumulative remedies: No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

Force Majeure: Neither party shall be deemed in default of this Agreement to the extent that performance of their obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, shortages of materials or supplies, or any other causes beyond the control of such party, provided that such party gives the other written notice thereof properly and, in any event, within fifteen (15) days of discovery thereof and uses its best efforts to cure the delay ("Force Majeure"). In the event of such Force Majeure, the time of performance or cure shall be extended for a period equal to the duration of the Force Majeure but in no event shall exceed three (3) months.

Assignment successors and assigns: This Agreement and the rights granted by GEP to You hereunder may not be assigned or transferred by You without the prior written consent of GEP. GEP may assign this Agreement without obtaining Your consent.

Severability: If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.

Headings: The section headings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

No Custom: It is expressly understood and agreed that, there being no expectation of the contrary between the parties, no usage of trade or custom and practice within the industry, and no regular practice or method of dealing between the parties, will be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement.

Waiver: No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

Choice of law, jurisdiction and venue: This Agreement shall be governed and interpreted in accordance with the substantive law of the State of New Jersey without regard to its conflict of law provisions. The parties irrevocably submit themselves to the non-exclusive jurisdiction of the courts of the State of New Jersey and the United States district court for the district of New Jersey for the purpose of bringing any action that may be brought in connection with this Agreement. The parties agree that they shall not assert any claim that they are not subject to the jurisdiction of such courts, that the venue is improper, that the forum is inconvenient or any similar objection, claim or argument. Upon the mutual agreement of both parties, disputes may be settled via arbitration, under the rules of the American Arbitration Association, instead of in the courts of the State of New Jersey and the United States district court for the district of New Jersey.

Entire agreement: This Agreement, and any other documents incorporated by reference herein, constitutes the entire understanding and agreement, and supersedes any and all prior or contemporaneous representations, understandings and agreements, between the parties with respect to the subject matter of this Agreement. Except as set forth in Section 1 herein, this Agreement shall not be altered, amended or supplemented without the prior written consent of the parties.