BarZ Adventures Inc. Terms of Service
By accepting the Terms of Service, you agree to the following terms for use of the Bar-Z Full Digital Platform. The Terms of Service contained herein have been fully agreed to by Your organization in the BarZ Adventures Inc. Master Subscription Agreement and Terms of Service.
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Bar-Z Full Digital Platform” means the suite of Bar-Z software that provides its content management system and the Bar-Z web, mobile web and smartphone app build system for the development and deployment of Bar-Z Full Web-sites, Mobile Websites and Smartphone Applications for Smartphone platforms through the Smartphone application stores.
"Content Elements" means all electronic data including, but not limited to graphical elements, video recordings, audio recordings, images, text descriptions submitted to the Software Services.
"Development & Design Services" means the Services provided by Bar-Z staff that specific to You and Your organization that require Bar-Z staff to edit, modify or create programming or create graphic design or UI design and are ordered by You under an Order Form and/or statement of work.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Mobile Web-site” means the mobile optimized web-site provided to end-users for using the Bar-Z Full Digital Platform.
"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Bar-Z from time to time. Order Forms include any form designated by the words Order Form and included but are not limited to initial, change, renewal, updated and Services Order Forms and a statement of work for Development Services. Order Forms shall be deemed incorporated herein by reference.
"Software Services" means the online, Web-based platform central repository and content management system for both the Bar-Z Full Digital Platform and/or GoExplore Smartphone App Platform for all content and experience formulation including POI markers on map, uploading media content and auxiliary POI information, Web-sites, Mobile web-sites and Smartphone Applications provided by Bar-Z’s Bar-Z Full Digital Platform via http:You.bar-z.com and/or other designated web-sites and GoExplore Smartphone App Platform via http://Bar-Zmedia.com, http://goexploremediaserver.com and/or other designated websites, as described in the User Guide and/or Content Elements provided by Bar-Z staff that are ordered by You under an Order Form, but excluding Third Party Applications.
“Services" means Software Services, Development Services and Design Services that You or Your Affiliates purchase under an Order Form.
“Smartphone Application” means a software application that operates on a specific Smartphone operating system such as the iOS and Android operating systems. The Smartphone Application is developed under the specifications of the Smartphone operating systems and launched from the specific application store that is hosted by the Smartphone operating system organization.
"Third-Party Applications" means online, Web-based applications, Smartphone Application stores and online data storage service products that are provided by third parties, and which interoperate with the Software Services and/or Development Services. Third-Party Applications include but are not limited to Google® Maps, iTunes Store, Google Play Store, Flurry Analytics, Google Analytics, Ad Mob, Google DFP and Amazon Web Services™.
"User Guide" means the online user guide, the online tooltips, publishing guides and other guides for the Services, accessible via http:You.bar-z.com, http://Bar-Zmedia.com, http://goexploremediaserver.com and/or other designated websites and/or other delivery methods such as email, FTP, DropBox which may be updated from time to time. You acknowledge that You have had the opportunity to review the User Guide during the term of Your subscription.
"Users" means individuals who are authorized by You to use the Software Services under subscription by You, and who have been supplied user identifications and passwords by You (or by Bar-Z at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.
"We," "Bar-Z" or "Our" means BarZ Adventures Inc, a Texas Corporation, doing business as Bar-Z Mobile Development, is the owner of certain technology referred to as Services, Software Services, Development Services, Bar-Z Full Digital Platform and/or GoExplore Smartphone App Platform and is located at 3811 Bee Caves Road, Suite 209, Austin, Texas and as further described in the Master Subscription Agreement & Terms of Service Section 14 (Arbitration, Notices, Governing Law and Jurisdiction).
“Web-site” means the web-site provided to end-users and developed by using the Bar-Z Full Digital Platform.
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement and Affiliates of that company or entity.
"Your Content Elements" means all electronic data including, but not limited to graphical elements, video recordings, audio recordings, images, text descriptions
2. Software Services & Use of the Software Services
a. Provision of Software Services. We shall make the Software Services available to You, Your Affiliates and Your Users pursuant to this Agreement and the relevant Order Forms during a subscription term. You agree that Your subscriptions hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Bar-Z regarding future functionality or features.
c. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Content Elements and of the means by which You acquired Your Content Elements, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software Services, and notify Bar-Z promptly of any such unauthorized access or use, and (iv) use the Software Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Software Services available to anyone other than Users, (b) sell, resell, rent or lease the Software Services, (c) use the Software Services to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (d) use the Software Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Software Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Software Services or their related systems or networks.
d. Service Limitations. Software Services may be subject to other limitations, such as, for example, limits on points of interest, hosting services, disk storage space, updates requested by You and access to Software Services such as responsive design web-site and native iPad implementation, automated data intake and other Development Services and, for any Software Services that enable You to provide Content Elements. Any such limitations are specified in Your Order Form and/or the User Guide. Provisions for adjusting limitations are allowed and associated fees are set in Your Order Form or provided upon request depending on the type of limitation.
3. THIRD-PARTY APPLICATIONS
e. Third-Party Applications and Services. Third-Party Applications interoperate with the Software Services in the Bar-Z Full Digital Platform and/or GoExplore Smartphone App Platform in order to provide Services in the Software. Not all Third-Party Applications are required for all Services. Bar-Z maintains service agreements with each of the Third-Party Application providers. Bar-Z is in compliance with and agrees to the terms and conditions of use for each Third-Party Application and by extension, You agree to those terms and conditions. The Third-Party Applications include but are not limited to Google® Maps, iTunes Store, Google Play Store, Flurry Analytics, Google Analytics, Ad Mob, Google DFP and Amazon Web Services™. No purchase of third-party products or services is required to use the Services unless specific to a Development Service that You have agreed to in a Development Services agreement ( the Master Subscription Agreement & Terms of Service Section 5.6). As of the effective date of this Agreement, there are no third-party products or services integrated in the Services that require purchase.
f. Third-Party Applications and Your Content Elements. You acknowledge that We allow those Third-Party Applications to access Your Content Elements as required for the interoperation of such Third-Party Applications with the Services. We maintain service agreements with each of the Third Party Application providers and to extent of those agreements allow, the Third-Party Application providers will not disclose, modify or delete Your Content Elements. We shall not be responsible for any disclosure, modification or deletion of Your Content Elements resulting from any such access by Third-Party Application.
4. PROPRIETARY RIGHTS
g. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services ( other than Design Services considered a work for hire), including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
h. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than Design Services considered a work for hire, copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services (other than Design Services considered a work for hire).
i. Ownership of Your Content Elements and other Intellectual Property Rights. As between Bar-Z and You, You exclusively own all rights, title and interest in and to all of Your Content Elements , trademarks, Design Services contracted as a work for hire and End User Data. No license to distribute Your Content Elements, trademarks, Design Services or End User Data is granted to Us, except as necessary to perform our obligations under this Agreement. For purposes of this Agreement, if You incorporate Contents Element from a third party source, You shall adhere to any restrictions of rights thereto by the third party source, and shall recognize the ownership rights of the third party source.
j. Suggestions. We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.
a. Definition of Confidential Information. As used herein, " Confidential Information" means all confidential information disclosed by a party (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Content Elements; Our Confidential Information shall include the Software Services and Development Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Content Elements and Design Services considered a work for hire) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
b. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
c. Protection of Your Content Elements. Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Content Elements. We shall not (a) modify Your Content Elements, (b) disclose Your Content Elements except as compelled by law in accordance with the Master Subscription Agreement & Terms of Service Section 9.4 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Content Elements except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.