Terms of Service

Terms of Service

This web site (“Web Site” or “Site”) is owned and operated by Vertical Developments, LLC and its affiliates (collectively, “Company”).

Vertical Developments’ Web Site Terms and Conditions

The following terms and conditions (“Terms and Conditions”) govern your use of the Company’s Site. Your use of certain areas or features of the Site may be subject to additional or separate terms and conditions, which will be posted or otherwise made available to you in connection with such area or feature. For purposes of these Terms and Conditions and the Agreement, you will be referred to herein as “Recipient”.

1. Proprietary Information

The Site provides information relating to the location of tower sites and Company’s business (including, without limitation, documents, business, financial and marketing plans, technology and product road maps, present and future product integration plans, information on strategic partnerships and alliances and customer relationships, and other technical and business information), all of which to the extent previously, presently, or subsequently disclosed to Recipient is “Proprietary Information.” Proprietary Information does not include information that Recipient can document (a) was in its possession or known by it without restriction prior to receipt from Company, or (b) becomes available to Recipient on a non-confidential basis from a source other than Company or its Representatives that did not otherwise wrongfully obtain or disclose such information. (“Representatives”, when used with respect to either party, means that party’s affiliates, agents, officers, directors, principals, consultants, employees and representatives, including advisers and legal counsel.)

2. Purpose

Company offers the Site only to those individuals who may lawfully enter into and form contracts under applicable law and for the sole purpose of negotiating and entering into contract with the Company for sublease of its tower sites (the “Permitted Purpose”).

3. Non-Use and Non-Disclosure

Recipient agrees (i) to hold all Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary
Information (including, without limitation, all precautions Recipient employs with respect to its most confidential materials), (ii) not to divulge any Proprietary Information or any information derived therefrom to any third party, (iii) not to divulge any Proprietary Information or any information derived therefrom to any of Recipient’s employees, officers, or directors except those who have a legitimate “need to know” and are bound in writing to the restrictions herein, (iv) not to make any use whatsoever at any time of such Proprietary Information, except for the Permitted Purpose and, (v) not to copy, print (except for the Permitted Purpose), republish, display, transmit, distribute, sell, rent, lease, loan or otherwise make available in any form or by any means any Proprietary Information. Recipient will immediately give written notice to Company of any unauthorized use or disclosure of the Proprietary Information. Recipient agrees to assist Company in remedying any such unauthorized use or disclosure of the Proprietary Information.

4. Court Ordered Disclosure

Recipient may disclose such parts of Proprietary Information as may be required by law or court order; provided, that Recipient (i) provides Company prompt written notice of such requirement, (ii) uses diligent efforts to limit disclosure and obtain confidential treatment or a protective order, and (iii) provides Company with such other cooperation that is reasonably requested.

5. Copyright

Materials contained at the Site are subject to the laws of copyright (“Copyright Material”) whether or not any Copyright notice appears thereon. Recipient may not copy or download any of the Copyright Material for any purpose or use other than the Permitted Purpose, and may not disclose, display, make derivative works from, publish, disseminate, or otherwise make available to any person or entity whatsoever any of the Copyright Material, or any portion thereof.

6. Past Use

Recipient acknowledges and agrees that any information previously obtained from the Site was confidential information and as such terms are defined herein, Copyright Material and Proprietary Information. Recipient represents and warrants that such previously obtained information has not been used or disclosed for any purpose other than the Permitted Purpose

7. Prohibited User Conduct

Recipient warrants and agrees that, while using the Site and the various services and features offered on or through the Site, Recipient shall not: (a) impersonate any person or entity, whether actual or fictitious, or misrepresent Recipient’s affiliation with any other person or entity; (b) attempt to gain unauthorized access to other computer systems through the Site; (c) engage in spidering, “screen scraping,” “database scraping,” harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of catalogue items or information, users or other information from or through the Site or the services
offered on or through the Site, including without limitation any information residing on any server or database connected to the Site or the services offered on or through the Site; (d) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (e) use the Site or the services made available on or through the Site in any manner with the intent to interrupt, damage, disable, overburden, or impair the Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (f) use the Site or the Site’s services or features in violation of Company’s or any third party’s intellectual property or other proprietary or legal rights; or (g) use the Site or the Site’s services in violation of any applicable law.

8. Return of Information

Immediately upon (i) the decision by either party not to enter into the contemplated relationship or transaction or (ii) a request by Company at any time, Recipient will destroy all manifestations of the Proprietary Information, and, if any, destroy or permanently and irretrievably erase all documents or media containing Proprietary Information or Copyright Material, or both, and all copies or extracts thereof.

9. No Obligation

Nothing herein shall obligate either party to proceed with any transaction between them.

10. No Warranty


11. No License

This Agreement does not grant any rights to Recipient under any patent, copyright or other intellectual property right of Company, or in the Proprietary Information, except as expressly set forth herein.

12. Indemnification

Recipient agrees to defend, indemnify on demand and keep Company indemnified, and hold Company and any of its affiliates and or related entities, and their directors, officers, employees and agents harmless from any and all claims, liabilities, costs, losses (including without limitation consequential and indirect losses) and expenses, including reasonable attorneys’ fees, arising in any way from Recipient’s use of the Site or the services thereon, or Recipient’s fraudulent or deceptive acts or omissions, or breach or violation of the law or of these Terms and Conditions. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Recipient, and in such case, Recipient agrees to cooperate with Company’s defense of such claim.

13. Termination

Company may terminate, change, suspend, add to or discontinue any aspect of the Site or the Site’s services at any time, in its sole discretion, and without liability to Recipient or to any other user. Company may restrict, suspend or terminate Recipient’s use of or access to the Site and/or its services if Company believes Recipient is in breach of or is attempting to breach these Terms and Conditions or applicable law, or for any other reason without notice or liability (including, for example, if Company learns that Recipient has provided Recipient with
false or misleading information, or interfered with other users or the administration of the Site or services). Company maintains a policy that provides for the termination of the Site use privileges of users who violate the disclosure and confidentiality provisions set forth above.

14. Changes to Terms and Conditions and Site

Company reserves the right, at its sole discretion, to change, modify, add or remove any portion of these Terms and Conditions, in whole or in part, at any time, and Company will post the revised version on this Site. Changes in these Terms and Conditions will be effective when posted. Recipient is responsible for regularly reviewing these Terms and Conditions. Recipient’s continued use of the Site and/or the services
offered on or through the Site after any changes to these Terms and Conditions are posted will be considered acceptance of those changes.

15. User Information

In the course of Recipient’s use of the Site, Recipient may be asked to provide certain personalized information to Company (such information referred to hereinafter as “User Information”). Company’s information collection and use policies with respect to the privacy of such User Information are set forth in the Site’s Privacy Policy which is incorporated herein by reference for all purposes. Recipient acknowledges and agrees that you are solely responsible for the accuracy and content of User Information, and Recipient agrees to keep it up to date.

16. Miscellaneous

In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. This Agreement shall be governed by the law of the State of California without regard to the conflicts of law provisions thereof. The parties consent to the exclusive jurisdiction and venue of the state and federal courts having within their jurisdiction
the location of Company’s principal place of business. The prevailing party in any action to enforce this Agreement shall be entitled to its costs and fees (including attorneys’ fees and expert witness fees) incurred in connection with such action. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party and no failure or delay in enforcing any right will be deemed a waiver. This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to Recipient’s use and access to the Site. Company’s failure to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms and Conditions by Company must be made in writing and signed by an authorized representative of Company specifically referencing these Terms and Conditions and the provision to be waived. Headings used in these Terms and Conditions are for convenience only and are not to be relied upon. These Terms and Conditions will inure to the benefit of, and are intended to be enforceable by, Company’s successors, assigns and licensees. There are no third party beneficiaries to this Agreement.

17. Remedy

Recipient acknowledges that any disclosure or unauthorized use of Proprietary Information will constitute a material breach of this Agreement and cause substantial harm to Company for which damages would not be a fully adequate remedy. In the event of any such breach, in addition to other available remedies, Company shall have the right to obtain injunctive relief (without being required to post any bond or other security).

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