GPDIS – Global Product Data Interoperability Summit

  1. ACCEPTANCE OF TERMS 
    Global Product Data Interoperability Summit (GPDIS) provides its service, subject to the following Terms of Service (“TOS”), which may be updated by the GPDIS or its representatives from time to time. The most current version of the TOS can be reviewed at any time through the use of our website (www.gpdisonline.com). The Terms of Service govern both the GPDIS Member organizations, Affiliate Organizations and the Vendors/Attendees it has granted access to the GPDIS website (collectively referred to hereafter as Attendee). 

  2. GPDIS REPRESENTATIVES
    The GPDIS has contracted with Northrop Grumman Corp. to act as a representative of the GPDIS with respect to GPDIS website.

  3. DESCRIPTION OF SERVICE 
    The GPDIS website currently provides Attendees and other users with access to a rich collection of resources, including, various communications tools, forums, file areas, and personalized content through its online interface (the “Service”). Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to the TOS. 

    Attendee is responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). Attendee is responsible for those fees. In addition, Attendee must provide and is responsible for all equipment necessary to access the Service. 

  4. REGISTRATION OBLIGATIONS 
    In consideration of use of the Service, Attendee agrees to the best of their abilities to: (a) provide current and complete information about themselves, their organization and its users (such information being the “Registration Data”) and (b) maintain and update the Registration Data to keep it current and complete. In addition, Attendee understands that in order to keep them informed of GPDIS business items and events, that the GPDIS will on a periodic basis send email based communications to the Attendee notifying them of such items and events. Attendee agrees that receiving these emails is a part of their use of the Service, and if they wish to not receive these emails they must terminate their account. 

  5. MEMBER ACCOUNT, PASSWORD AND SECURITY 
    Attendee’s users will receive a username and password as part of the Service’s registration process. Attendee is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under such password or account. Attendee agrees to (a) immediately notify the GPDIS or its representatives of any unauthorized use of Attendee’s password or account or any other breach of security, and (b) ensure that Attendee exits from its account at the end of each session. The GPDIS and its representatives will not be liable for any loss or damage arising from Attendee’s failure to comply with this Section 5. 

  6. MEMBER CONDUCT 
    Attendee understands that all information, data, text, software, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that the Attendee, and not the GPDIS or its representatives, is entirely responsible for all Content that it uploads, posts, emails, transmits or otherwise makes available via the Service. The GPDIS and its representatives do not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. 
    Attendee agrees to not use the Service to:
    ** upload, post, email, transmit or otherwise make available any Content that is unlawful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable;
    ** harm minors in any way;
    ** impersonate any person or entity, including, or falsely state or otherwise misrepresent its affiliation with a person or entity;
    ** forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
    ** upload, post, email, transmit or otherwise make available any Content that Attendee does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    ** upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party;
    ** upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes,”;
    ** upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    ** disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
    ** interfere with or disrupt the Service or servers or networks connected to the Service;
    ** intentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
    ** “stalk” or otherwise harass another; or
    ** collect or store personal data about other users.

    Attendee acknowledges that the GPDIS and its representatives do not pre-screen Content, but that the GPDIS and its representatives shall have the right (but not the obligation) in their sole discretion to reclassify within the Service any Content that is available via the Service. Without limiting the foregoing, the GPDIS and its representatives shall have the right to remove any Content that violates the TOS. 

    Attendee understands that the technical processing and transmission of the Service, including its Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. 

  7. SPECIAL ADMONITIONS FOR INTERNATIONAL USE 
    Recognizing the global nature of the Internet, Attendee agrees to comply with all applicable laws of the United States regarding online conduct and acceptable Content. Specifically, Attendee agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Attendee resides. 

  8. INDEMNITY 
    Attendee agrees to indemnify and hold the GPDIS and its representatives, their subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Content Attendee submits, posts, transmits or makes available through the Service, or breach of the TOS. 

  9. NO RESALE OF SERVICE 
    Attendee agrees not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. 

  10. DEALINGS WITH ADVERTISERS 
    Attendee’s correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Attendee and such advertiser. Attendee agrees that the GPDIS and its representatives shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service. 

  11. LINKS 
    The GPDIS website may provide, or third parties may provide, links to other World Wide Web sites or resources. Because the GPDIS and its representatives have no control over such sites and resources, Attendee acknowledges and agrees that the GPDIS and its representatives are not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. Attendee further acknowledges and agrees that the GPDIS and its representatives shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any third party sites or resources, or any goods or services available on or through any such site or resource. 

  12. GPDIS’s PROPRIETARY RIGHTS 
    Attendee acknowledges and agrees that the Service and any necessary software used in connection with the Service (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Attendee further acknowledges and agrees that Content contained in sponsor advertisements or information presented to Attendee through the Service or advertisers may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by the GPDIS and its representatives, or advertisers, Attendee agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. 

    The GPDIS grants Attendee a personal, non-transferable and non-exclusive right and license to use the object code of its Software on their computer; provided that Attendee does not (and does not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. Attendee agrees not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. Attendee agrees not to access the Service by any means other than through the interface that is provided by the GPDIS and its representatives for use in accessing the Service. 

  13. DISCLAIMER OF WARRANTIES 
    ATTENDEE EXPRESSLY UNDERSTANDS AND AGREES THAT: 

    **ATTENDEE’S USE OF THE SERVICE IS AT ITS SOLE RISK TO THE EXTENT PERMITTED BY LAW. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE GPDIS AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

    **THE GPDIS AND ITS REPRESENTATIVES MAKE NO WARRANTY THAT (i) THE SERVICE AND INFORMATION RECEIVED THROUGH THE SERVICE WILL MEET ATTENDEE’S REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR VIRUS-FREE, (iii) ANY INFORMATION THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

    **ANY MATERIAL DOWNLOADED, VIEWED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ATTENDEE’S OWN DISCRETION AND RISK AND THAT ATTENDEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ATTENDEE’S COMPUTER SYSTEMS AND NETWORKS, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD, VIEWING OR USE OF ANY SUCH MATERIAL. 

  14. EXCLUSIONS AND LIMITATIONS 
    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTION 13 MAY NOT APPLY TO ATTENDEE. 

  15. SPECIAL ADMONITION FOR SERVICES RELATING TO FINANCIAL MATTERS 
    If Attendee receives or requests any news, messages, alerts or other information from the Service concerning companies, stock quotes, investments or securities, such information is provided for informational purposes only, and no Content included in the Service is intended for trading or investing purposes. The GPDIS and it representatives, and its licensors shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any trading or investment decisions made based on such information. 

  16. NOTICE 
    Notices to Attendee may be made via email. The Service may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to you generally on the Service. Any Notice that Attendee is required or may desire to give to the GPDIS and its representatives under or in conjunction with the TOS or any agreement between the parties shall be made via email to gpdis@elysiuminc.com and shall be deemed to have been duly delivered based on the date that the electronic mail is received by the GPDIS mail servers. 

  17. TRADEMARKS AND LOGOS.
    All trademarks, service marks, trade names or other words or symbols (“Marks”) identifying the GPDIS and its representatives will remain such Party’s exclusive property. Attendee agrees to not take any action that jeopardizes the other Party’s proprietary rights or acquire any rights in the Marks. Except as specifically stated otherwise in an addendum or amendment hereto, no license to use any GPDIS logo, or the logos of their representatives is granted in this section. 

  18. COPYRIGHTS and COPYRIGHT AGENTS 
    The GPDIS and its representatives respect the intellectual property of others, and requires Attendees to do the same. If Attendee believes that its work has been copied in a way that constitutes copyright infringement, or its intellectual property rights have been otherwise violated, please provide Elysium the following information: 
    ** an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    ** a description of the copyrighted work or other intellectual property that Attendee claims has been infringed; 
    ** a description of where the material that Attendee claims is infringing is located on the site;
    ** Attendee’s address, telephone number, and email address; 
    ** a statement by Attendee that Attendee has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
    ** a statement by Attendee, that the above information in Attendee’s notice is accurate and that Attendee is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. 
    Upon receipt of such information, the GPDIS and its representatives, at its sole discretion, may perform an investigation and may take appropriate action if it desires. 

  19. GENERAL INFORMATION 
    The TOS and any Subscription Agreement between Attendee and the GPDIS and its representatives constitute the entire agreement between Attendee and the GPDIS and its representatives and govern your use of the Service, superseding any prior agreements between you and the GPDIS and its representatives. The failure of the GPDIS or its representatives to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.