Terms of Service

WELCOME TO GYROSKOPE.COM!  PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING, BROWSING OR OTHERWISE USING THIS SITE. 

This Agreement was last updated on  5/26/11.

1.    Scope of Agreement

This Web Site Terms of Use Agreement (the “Agreement”) is between you (“You” and “Your”) and Gyroskope, LLC (“Gyroskope”). This Agreement governs Your access to and use of this Web site (including without limitation, all Content (as defined herein), software, HTML and other code, and script forming a part of this Web site, Your ability to upload Content to the Web site, and all goods, services and transactions offered through this Web site, (the “Site”). Gyroskope may change the terms of this Agreement at any time in its sole discretion, by posting additional or different terms on its Site.  You are responsible for complying with the then-current version of the Agreement.  In addition to complying with the terms and conditions of this Agreement, You agree to comply with all additional terms and conditions governing the access to and use of specific areas of this Site which are incorporated into and made a part of this Agreement.

» Please click here to read Gyroskope’s Privacy Policy which is hereby incorporated into and made a part of this Agreement.  The Privacy Policy explains how Gyroskope collects, stores, uses and discloses Your personal information.

You must be eighteen (18) years old or older to establish an account to use the Site.  You may use the Site if you are under 18, but only with the supervision of a parent or legal guardian.  All use of the Site is subject to the Terms of this Agreement.

Binding Agreement

BY ACCESSING OR USING THIS SITE IN ANY MANNER YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO EACH OF THE TERMS, CONDITIONS AND NOTICES SET FORTH IN THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR AGREE TO EACH OF THE TERMS, CONDITIONS AND NOTICES IN THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THIS SITE IN ANY MANNER.

3.    Use and Protection of Password and ID

(a)    Gyroskope may assign a password and account ID to You so You can access and use certain areas of this Site. Each user who uses such password and ID will be deemed to be authorized to access and use this Site and Gyroskope has no obligation to investigate the authorization or source of any such access or use. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THIS SITE BY ANYONE USING THE PASSWORD AND ID ORIGINALLY ISSUED TO YOU WHETHER OR NOT SUCH ACCESS TO AND USE OF THIS SITE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL PURCHASES, DOWNLOADS, UPLOADS, COMMUNICATIONS AND TRANSMISSIONS, AND ALL OBLIGATIONS (INCLUDING WITHOUT LIMITATION FINANCIAL OBLIGATIONS) THAT MAY RESULT FROM SUCH ACCESS OR USE.

(b)    You are solely responsible for protecting the security and confidentiality of the password and ID. You shall immediately notify Gyroskope of any unauthorized use of the password or ID, or any other breach or threatened breach of this Site’s security.

4.    Modification of the Site

Gyroskope may, at any time and in its sole discretion, modify, revise or otherwise change this Site (including without limitation adding or discontinuing any Content, or all services or transactions offered through this Site), in whole or in part, without notice or liability to you.

5.    Licenses

(a)    Subject to the terms and conditions of this Agreement, You are granted a limited, revocable, non-exclusive and non-transferable license, without the right to sublicense, to access and use this Site only for displaying this Site on Your Internet browser.  Your access and use of this Site is further limited to personal, internal and non-commercial purposes only.

(b)    Except as permitted in the limited license set forth in paragraph (a), above, and in a license between You and a producer of Content, You shall not copy, reproduce, distribute, display, perform, sell, lease, transmit or create derivative works from this Site  (in whole or in part) or translate, modify, reverse?engineer, disassemble, or decompile this Site. 

(c)    To the extent that Gyroskope grants You the right to upload Submissions to the Site:

    1.    Subject to the Privacy Policy, anything that You submit or post to the Site, including without limitation, video content, audio content, Content reviews, ideas, know-how, techniques, questions, comments, and suggestions (collectively, “Submissions”) is and will be treated as nonconfidential and nonproprietary.  Gyroskope shall have the non-exclusive, royalty-free, worldwide, perpetual and transferable right to use, copy, reproduce, distribute, display, perform, sell, lease, transmit or create derivative works from such Submissions by any means and in any form, and to translate, modify, reverse engineer, disassemble, or decompile such Submissions. All copies of Submissions shall automatically become the sole and exclusive property of Gyroskope and shall not be returned to You.  Gyroskope has no obligation to include Your Submissions in its Site, and has the right to remove or delete Submissions at any time for no reason whatsoever, without incurring any liability.

    2.    You warrant and represent that you own or have the right to license the rights granted above; that you has full power and authority to enter into this agreement; and that the Submissions (i) do not violate or infringe the rights of any persons, including without limitation, rights in copyrights, patents, trademarks, service marks, trade secrets, privacy rights, publicity rights, and other proprietary rights; (ii) are not libelous, threatening, defamatory, obscene, indecent, pornographic, or could give rise to any civil or criminal liability under U.S. or international law; and (iii) do not include bugs, viruses, worms, trap doors, Trojan horses or other harmful code or properties.

(d)    To the extent that Gyroskope grants You the right to download, view, or stream Content from the Site:

    1.    Your use of any content produced by third parties and made available on the Site for sale or license (collectively, “Content”), shall be governed by the terms of this Agreement and the terms of the license between You and the third party producer (“Producer”) available for review here. Gyroskope shall have no liability to You with respect to, or responsibility for, Your agreement with Producer.

    2.    The Content made available on the Site is the property of the Producers and not of Gyroskope.  Gyroskope’s provision of the Content is in no way an endorsement or sponsorship of the Content. Gyroskope shall have no liability whatsoever to You for Your reliance on the Content or on any third party comments, reviews or information with respect to the Content that is displayed on the Site or otherwise made available to You.  You are solely responsible for evaluating all such third party information in determining whether to view the Content.  Gyroskope does not guarantee the availability of any Content.  In the event that a Producer terminates the Agreement with Gyroskope or otherwise chooses to make certain Content that You have ordered unavailable, Gyroskope may, in its sole discretion, provide you with thirty (30) days’ notice that such Content shall become unavailable and to provide you with the opportunity to download the Content.

        3.    Gyroskope reserves the right to make the Content available in whatever manner it now or hereafter may deem appropriate, in its sole discretion.  Gyroskope will use reasonable efforts to provide a list of the media devices (“Media Devices”) which will support the Content here.  You are solely responsible for having all necessary hardware and software to enable You to use the Content.

        4.    You may stream a piece of Content as many times as You like, up to five hundred (500) times.  After streaming a particular piece of Content 500 times, Gyroskope will require You to download that Content before being able to view it again.  There may be an additional charge for such download.
 

6.    Availability and Use of Site

The availability of this Site depends on many factors, including some factors that are beyond Gyroskope’s control, such as Your connection to the Internet and the Internet backbone. Gyroskope shall not be liable to You if You cannot use this Site due to any reason.

7.    Refunds; Exchanges: 

    Payments to Gyroskope are non-refundable, except for Orders that are unfulfilled due to the acts or omissions of Gyroskope or a Producer.  In order to receive a refund for an unfulfilled Order, you must provide notice to Gyroskope at  , which notice must include Your Order number.  No refunds will be given for Orders for Content made unavailable more than thirty (30) days after Gyroskope has provided notice to You as set forth in Paragraph 5(d)(2) above.  Orders are not exchangeable.

8.    Termination; Effect of Termination

(a)    In addition to any other legal or equitable remedies, Gyroskope may, without prior notice to You, immediately terminate this Agreement or revoke any or all of Your rights granted under this Agreement. You may terminate this Agreement by contacting Gyroskope at .

(b)    Upon any termination of this Agreement, You shall immediately cease all access to and use of this Site and Gyroskope shall, in addition to any other legal or equitable remedies, immediately revoke all password(s) and account ID(s) issued to You and deny Your access to and use of this Site in whole or in part.  Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation payment obligations) of the parties arising before the date of termination. The provisions of Sections 5(b), 5(c), 5(d), 7, 9, 12, 13, 17,  18 and 20 shall survive the termination of this Agreement

(c)    Your ability to access Content that you have acquired after termination of this Agreement shall be governed by the terms of Your agreement with the Producer of such Content.

9.    Intellectual Property

(a)    U.S. and international copyright, trademark and other intellectual and proprietary laws protect this Site and the Content, and any unauthorized access to or use of  this Site or the Content may violate such laws.  Gyroskope shall aggressively enforce its intellectual and proprietary rights to the fullest extent of the law.

(b)    All information and data that is part of this Site, including without limitation, the Content and all trademarks, service marks, trade dress, logos and tag lines displayed on this Site (collectively, the “Marks”) are the sole and exclusive property of Gyroskope or third parties. You are not granted any right or license, either express or implied, in any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual property or proprietary right of Gyroskope or any of the goodwill associated with any of the foregoing.  To the extent that You use any copyright, trademark, service mark, trade dress, logo, tag line, patent, trade secret, right of publicity or other intellectual or proprietary right of Gyroskope, such use and all goodwill associated therewith shall inure solely and exclusively to the benefit of Gyroskope.

(c)    You shall not remove any copyright, trademark, or other proprietary legends or notices that appear on, in or as part of this Site.


10.    Notice of and Procedure for Copyright Infringement

(a)     Gyroskope respects other’s intellectual property and proprietary rights. In accordance with the Digital Millennium Copyright Act, Gyroskope has designated a Copyright Agent to receive notice of claims of alleged copyright infringement on the Site. If You believe that Your copyrighted material has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to or from this Site, please send Gyroskope’s Designated Agent a notice containing the following elements:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work(s) that is/are alleged to have been infringed;
A description of the copyrighted work(s) that you claim is/are infringing and the location where the original or an authorized copy of the copyrighted work(s) exists/exist (for example, the URL of Web site where the copyrighted work(s) is/are lawfully published; the name, edition and page(s) of a book, etc.);
A description of where the material that You claim is/are infringing is/are located on this Site, including the URL, so that Gyroskope can locate the material;
Your address, telephone number and email address;
A statement that You have a good faith belief that the use of the material identified in the notice is not authorized by the copyright owner, its agent, or applicable law; and
A statement by You, under penalty of perjury, that the above information is accurate and that You are the copyright owner or are authorized to act on behalf of the copyright owner.
 
(b)    Send the notice containing the above information to the following Designated Agent:

Name of Designated Agent:    Gyroskope, LLC/IP Counsel – DMCA Notification

Mailing Address:         Aaron & Sanders PLLC
                2400 Crestmoor Road
                Nashville, TN 37219
                 
Telephone number:         615-386-7039

E-mail Address:         tara@aaronsanderslaw.com

NOTE:     THE NOTICE REQUIRED BY THIS SECTION IS EXCLUSIVELY FOR NOTIFYING GYROSKOPE OR ITS COUNSEL THAT COPYRIGHTED WORK(S) MAY HAVE BEEN INFRINGED. DO NOT SEND ANY NOTICES OR INQUIRIES UNRELATED TO ALLEGED COPYRIGHT INFRINGEMENT TO GYROSKOPE’S DESIGNATED AGENT. SUCH NOTICES OR INQUIRIES SHOULD INSTEAD BE SENT TO THE E-MAIL ADDRESS OR MAILING ADDRESS LISTED BELOW IN THE SECTION TITLED “CONTACT INFORMATION”.  

11.    Links to Other Internet Sites

This Site may contain links to Internet sites owned, operated or maintained by third parties not under Gyroskope’s control.  These links are provided for Your convenience of reference only.  Such links are not and shall not be deemed to be Gyroskope’s endorsement of the organization or individual associated with the linked site.  You assume sole responsibility and liability for Your use of such linked sites.

 

12.    Warranty Disclaimer; Limitation of Liability 

(a)    ALL CONTENT, SERVICES AND TRANSACTIONS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THIS SITE MAY INCLUDE INACCURACIES, MISTAKES OR TYPOGRAPHICAL ERRORS. GYROSKOPE DOES NOT WARRANT THAT THE CONTENT WILL BE UNINTERRUPTED OR ERROR FREE. GYROSKOPE DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT, DATA ACCURACY AND SYSTEM INTEGRATION. 

     (b)    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GYROSKOPE, ITS PARENT, SUBSIDIARIES OR AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, BUSINESS, USE, DATA OR OTHER INTANGIBLES), WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF GYROSKOPE HAD BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. 

(c)    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GYROSKOPE’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY AND/OR OTHERWISE) SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO GYROSKOPE FOR THE ONE MONTH PERIOD PRIOR TO THE ACT ALLEGEDLY GIVING RISE TO GYROSKOPE’S LIABILITY.
 
13.    Indemnity

You agree to indemnify, defend and hold harmless Gyroskope, its parent, subsidiaries, affiliates, and their respective officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from Your access or connection to, or use of this Site, including without limitation claims arising out of information or materials submitted to this Site by You, Your violation of a third party’s intellectual property or other rights, or any claims alleging facts that if true would constitute a breach by You of the terms and conditions of this Agreement. Gyroskope reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Gyroskope in the defense of such claims.

14.    Relationship of Parties

You acknowledge that no joint venture, partnership, employment, or agency relationship exists between You and Gyroskope as a result of this Agreement or any use of this Site. You agree not to hold Yourself out as a representative, agent, or employee of Gyroskope and Gyroskope shall not be liable for any representation, act or omission by You to the contrary.

15.    Assignment

    You shall not assign or otherwise transfer this Agreement or assign, delegate or otherwise transfer any of Your rights, interests or obligations under this Agreement and any such assignment, delegation or other transfer shall be void. This Agreement shall inure to the benefit of Gyroskope’s successors, assigns and licensees.

16.    Injunctive Relief; Remedies

(a)    You agree that Gyroskope’s remedy at law for any actual or threatened breach of this Agreement would be inadequate and that Gyroskope shall be entitled to specific performance or injunctive relief, or both, in addition to any damages that Gyroskope may be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including attorneys’ fees.

    (b)    All rights and remedies granted to Gyroskope under this Agreement are cumulative and not alternative, and are in addition to all other rights and remedies available to Gyroskope at law or in equity.

17.    Governing Law and Jurisdiction; Limit on Commencing Actions

(a)    This Agreement is governed by the laws of the Commonwealth of Kentucky, U.S.A. without regard to the conflicts of laws principles thereof. You consent to the exclusive jurisdiction and venue of the state and federal courts in Jefferson County, Kentucky, and the Eastern District of Kentucky U.S.A. in all disputes arising out of or relating to the use of this Site. 

(b)    You must commence any cause of action or claim against Gyroskope within one (1) year after the cause of action or claim arises, otherwise You agree that Your cause of action or claim shall be barred. 

18.    International Access

This Site can be accessed from countries other than the United States. This Site may contain products or services, or references to products or services, that are not available outside of the United States. Any such references do not imply that such products or services will be made available outside the United States. If You access and use this Site outside the United States You are responsible for complying with Your local laws and regulations.  

19.    Contact Information

Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site by e-mail to or by regular mail to:

Gyroskope, LLC
1300 West Main Street
Louisville KY  40203

20.    Reservation of Rights

Gyroskope reserves to itself any and all rights not expressly granted herein.

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