Effective Date: December 14th, 2016
PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. The terms and conditions set forth in these Terms of Service (the “Terms”) contain the terms and conditions under which George P. Johnson Company, a Michigan corporation (“GPJ”, “Us”, “We” or “Our”), with offices located at 3600 Giddings Road, Auburn Hills, MI 48326 will provide you (“Customer”, “You”, or “Your”) a license to access and use GPJ TouchScope, a portfolio of complementary apps/products that run on a cloud-based server, which is comprised of: (a) the Mobile App platform TouchScope EventCentral, which enables interaction with the attendees of an event, pre-event, during an event and post-event, providing relevant information, real time updates; (b) TouchScope Canvas , a touch optimized Content Management Software, facilitating the management of existing files such as PDFs, PowerPoints, videos and websites; (c) TouchScope Feed, a social media aggregation tool to visualize social traffic in real time at an event; and (d) TouchScope Reader, an interactive magazine for self-led content consumption at events (each, a “Product” and collectively, the “Products”).
By executing Purchase Order (as defined below) or by accessing a Product, You agree to comply with and to be bound by these Terms, including the policies and guidelines linked to (by way of the provided URLs) from these Terms. If You do not understand or agree with these Terms, please do not use the Product(s). GPJ may amend these Terms at any time in its sole discretion, effective upon posting the amended Terms at http://www.touchscope.net/termsofservice where the prior version of the Terms was posted, or by communicating these changes through any written contact method GPJ has established with You. You may not access the Products if You are a direct competitor of GPJ, except with GPJ’s prior written consent.
1. PRODUCT(S) AND ORDER FORM.
1.1. Product(s). Each Product is created through a cloud based component, enabling GPJ to customize the Product for a specific event or events and make it available for and use by you and the attendees of the specific event(s). Each deployment of the Product(s) is supported by GPJ teams, who define each scope of work a project on a by project basis, based on the engagement objectives and the content and technology requirements for the applicable event.
1.2. Purchase Order. These Terms are incorporated by reference into each order form, partnership form, purchase order, service order, service questionnaire or other similar document executed by You and GPJ (each “Purchase Order”), pursuant to which You receive the right to access and use the Product(s). Each Purchase Order shall identify the specific Product, license constraints, duration of use and the fees and payment terms for the Product. These Terms and the Purchase Order together comprise a binding written agreement between You and GPJ, effective as of the date of mutual execution of the Purchase Order by You and GPJ (the “Agreement”). In the event of any conflict between the provisions contained in a Purchase Order and these Terms, the provisions in the Purchase Order shall control (provided, however, that the fact that a provision appears in a Purchase Order but not these Terms, or in these Terms but not the applicable Purchase Order, shall not be deemed to be a conflict for purposes of this sentence).
The term of the Agreement (“Term”) shall be the period set forth on the applicable Order Form.
3.1. Product Access. Subject to Your continuing adherence to these Terms, GPJ grants You a non- exclusive, worldwide, royalty-free and non-transferable license to access and use the Product(s) during the time of each applicable event solely to access and updated Your content, and to curate app specific conversations resulting from the use of the Social Timeline feature and/or Q&A.
3.2. Product Creation and Deployment. Throughout the Term, GPJ shall create Products and make the Product(s) available for download and use by you and/or the attendees of your event (“Attendees”), as specifically outlined for each event in the applicable Purchase Order, based on the engagement objectives and the content and technology requirements for each event.
3.3. Product License. Subject to Your continuing adherence to these Terms, GPJ grants You and Your employees or Attendees, as applicable, a non- exclusive and non-transferable license to access and use the Product(s) during the applicable event. The Product(s) may only be used for the number of end-users specified on the Purchase Order, and, if You exceed the contracted number of end-users as specified on the Purchase Order, You will be charged using the then-current rates for the overage.
3.4. Restrictions. All rights not expressly granted to You in these Terms are reserved by GPJ, and You may not use the Product(s)or documentation in any manner not expressly authorized by these Terms. You may use the Product for your own events only and not by, or for the benefit of, any affiliate, subsidiary, or any other third party.
3.5. Content; Mobile Platform Requirements.
(a) Content. All event data, materials and content (“Content”) required for the Product(s) to operate properly must be supplied by You to GPJ. Failure to provide all Content required for successful operation of the Product(s) does not invalidate these Terms or Your’s obligation to pay for the GPJ’s services to create the Product(s). GPJ will provide You with documents and templates listing the type and format of the information needed to provide the Content. Content may also include information or materials which Customer obtains from third party social networking sites and cause to be presented through the Product(s). You represent and warrant that: (i) all Content is correct and current, is owned by You or You have the right to grant the license set forth below in these Terms; (ii) provision and/or use of Content hereunder shall not violate or infringe the intellectual property, privacy or publicity rights of any third party; and all placements of Content have been approved for GPJ’s use. You further represent and warrant that Your execution, delivery and performance of these Terms will not violate, conflict with, or require additional consent under any applicable law or contractual arrangement to which You are a party. You shall defend, indemnify and hold GPJ harmless from and against all claims, damages, liabilities, fines, costs and expenses including reasonable legal fees incurred by GPJ or which are agreed by GPJ to be paid by way of settlement or compromise, arising out of any third-party claim due to a breach of the foregoing representations and warranties or any violation of applicable law by You. You grant GPJ a limited, non-exclusive right and license to use the Content (including copyright, trademark, patent, publicity or other rights) for GPJ to provide the Product(s) and the right to disclose the Content to third-party service providers to operate the Product(s).
(b) Mobile Platforms. Use of the the Product(s) to be deployed at Your event(s) will be subject to rules and procedures established by the third parties that operate and control the applicable online marketplaces for mobile device applications (collectively, including Apple and Google, the “Mobile Marketplaces”). You acknowledges and agrees that: (i) You, Your employees and any agents acting on Your behalf shall abide at all times by such rules and procedures and any changes thereto; (ii) GPJ has no control over such rules and procedures, and cannot be responsible for ensuring performance or availability of any Mobile Marketplace; (iii) GPJ is not liable for any delays in the delivery or deployment of the Product caused by changes to, or Your failure to adhere strictly to, any such rules or procedures; and (iv) GPJ is not liable for any delays in the delivery or deployment of the Product(s) due to a lack of availability or downtime of any Mobile Marketplace. Without limiting the generality of the foregoing, You agree (1) not to use its the Product(s) for the purpose of sending unsolicited messages to end users or for the purpose of phishing or spamming, including, but not limited to, engaging in any types of activities that violate anti-spamming laws and regulations, or that are otherwise improper, inappropriate or illegal; and (2) not to make use of push notifications in a manner which is excessive, as may be determined by the applicable Mobile Marketplace.
(c) Review and Submission. You acknowledge and agree that GPJ shall bear no expenses and assumes no risk or liability for any administrative actions performed by GPJ needed to submit the Product(s) to the applicable Mobile Marketplaces.
3.6. Supported Devices, Operating Systems and Software Releases.
(i) TouchScope EventCentral. TouchScope Event Central currently supports the following devices: iPhone and Android phones. Submission is made to Apple iTunes / App Store and Android Market only. Based on market and technology trends, GPJ may customize and release the App on Mobile Marketplaces, other than Apple iTunes / App Store and Android Market.
(ii) TouchScope Canvas. TouchScope Canvas currently available on the following devices: Windows and iOS (iPad).
(iii) TouchScope Feed. TouchScope Feed is only available on a Windows supported device. Specific software is required to support TouchScope Feed.
(iv) TouchScope Reader. TouchScope Reader is only available on iOS (iPad).
(b) Operating Systems.
(i) TouchScope Canvas. GPJ provides technical support for TouchScope Canvas on the current major release and immediately preceding major release of iOS and Android OS. Based on market and technology trends, GPJ may release additional mobile app platforms, beyond iOS and Android.
(ii) TouchScope Canvas. TouchScope Canvas is available on Windows 10 and iOS operating systems.
(iii) TouchScope Feed. TouchScope Feed is only available on Windows 10 operating systems.
(iv) TouchScope Reader. TouchScope Reader is only available on iOS operating systems.
(c) Software Releases. GPJ provides technical support for the Product(s) which are based on the most current release of the applicable Product or prior versions of such Product for releases occurring up to six (6) months prior to the current release. You will be provided opportunities to upgrade the existing Pruduct(s) to the most current Product release.
(d) Support. GPJ may remove a Productfor new downloads from its stores and Mobile Marketplace forty-five (45) days after the applicable event or as agreed by the parties, or upon termination of these Terms if later, and GPJ shall retain no obligation to support, update or maintain such Product(s) nor retain any data collected after removal.
3.7. Name and Logo. You agree that GPJ may use Your name and logo, and may use images that are posted in the Mobile Marketplaces to identify You for any purposes related to the Product(s).
4. PRODUCT PRIVACY.
4.1. Confidentiality. Each party shall maintain the confidentiality of all information and data of the other and its affiliates, that is marked as confidential or which ought reasonably to be regarded as confidential, that it collects, receives or processes in connection with these Terms and shall not directly or indirectly copy, release, disclose, divulge or permit access to any such confidential information without the prior written consent of the other party. The restrictions in this Section do not apply to any information which: (i) at the time of disclosure or thereafter is generally available to and known by the public or any third party (other than as a result of an unauthorized disclosure directly or indirectly by the non-disclosing party), (ii) was or becomes available to the non-disclosing party on a non-confidential basis from a source other than the disclosing party, (iii) has been independently acquired or developed by the non-disclosing party without violating any of its obligations under this Addendum. Customer acknowledges that mobile devices may be lost or stolen, and the transmission, processing or storage of sensitive information on such devices creates certain security risks that GPJ cannot mitigate, including without limitation onward dissemination of Content by attendees of the event(s). Therefore, Customer agrees that GPJ is not responsible for the unauthorized dissemination of any Content distributed to a mobile device, Tablet or a Computer through any of the TouchScope Products.
4.2. Ownership of Data. Customer retains any and all rights Customer may possess to Customer’s Content and data collected from others by GPJ on Customer’s behalf. Customer is responsible for obtaining all necessary permissions to use, provide, store and process Content and end user data and grants GPJ permission to do the same. Customer is responsible for adequate Content and end user data back-up. Contact information will be stored for end users that agree to provide such information through the Product(s). Notwithstanding the foregoing, information related to the use of the Product(s) by end users (usage statistics) will remain the property of GPJ for its own use as it sees fit. GPJ will only use Customer’s data for the purpose of providing the Product(s) hereunder and in accordance with any other applicable GPJ privacy policies and all applicable data privacy laws and regulations laws (collectively, “Data Privacy Rules”). Customer will comply in all material respects with the Data Privacy Rules, and will provide such help and cooperation as is reasonably necessary or requested to GPJ to comply with the same.
4.3. Sensitive Personal Information. Notwithstanding any provision to the contrary in the Agreement, Customer acknowledges and agrees that use of the Product(s) to transmit, process or store Sensitive Personal Information (as defined below) is unnecessary and therefore Customer shall be solely responsible for any such use of the Product(s), and GPJ shall bear no risk or liability for same. “Sensitive Personal Information” shall be defined as (a) social security numbers; (b) passport numbers or other government issued ID numbers, date of birth and/or gender, except solely to the extent required by applicable regulations and/or laws; (c) health or medical information (other than food allergies or medical contact information); (d) financial account information; and (e) other information which a reasonable person would recognize as being highly sensitive (but excluding, for avoidance of doubt, contact information such as name, mailing address, email address, and phone number).
4.4. Analysis. GPJ reserves the right to perform statistical analysis of the Product(s) and its hosting systems. GPJ does this to measure the effectiveness of its Product(s), to optimize Product(s) performance, to analyze users and usage and to ensure license compliance.
5. LICENSE RESTRICTIONS.
5.1. These Terms conferno title or ownership in the Product(s)or any component thereof, except for the Customer Content, to Customer. These Terms are not a sale of any rights in the Product(s), including any instances of the Product(s) published for event(s). The Product(s) are owned by GPJ and Customer must treat them like any other copyrighted material. Customer shall not (a) remove or destroy any proprietary rights marks or legends on or in the Product(s); modify, enhance, adapt, translate or create derivative works of the Product(s); (c) reproduce copies of the Product(s); or (d) reverse engineer, disassemble or de-compile the Product(s). Customer agrees that Customer will not use the Proudct(s) or any component of the Product(s) for hire on behalf of another individual or organization or in any other resale capacity. Customer will not receive or have access or license to any source code for the Product(s) except such open source software that is available to the public for inspection and use by others; provided that Customer agrees to the terms and conditions of the applicable license agreement that permits recipients of the open source software freely (and without liability to pay any royalty or fee) to copy, modify and distribute the open source software and that such open source software license will apply in lieu of these Terms with respect to any such open source software.
5.3. Notwithstanding any other provision of these Terms, GPJ may use and license without restriction any ideas, techniques, methods or processes (whether patentable or not) of general application that GPJ develops, acquires or learns in the performance of any professional Services hereunder.
6.1. Either party may elect to terminate the Agreement: (i) upon written notice to the other party of a material breach of obligations by that party regarding this Addendum unless such material breach is cured within thirty (30) days after such notice; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, liquidation or receivership. For clarification, this Addendum shall automatically terminate upon the termination or non-renewal of the Agreement.
6.2. Customer shall not use the App and use or access the Product(s) in any manner which exceeds the scope of the license under Sections 3.1 and 3.3, or which violates Customers’s obligations under Section 3.4(a) or (b) (Content; Mobile Platforms), or for any illegal purpose or in a manner which in GPJ’s reasonable judgment creates a foreseeable risk of harm to the Product(s), other GPJ customers or third parties (all the foregoing "Prohibited Uses"). If Customer does use the Product(s) for any Prohibited Uses, GPJ may immediately suspend or terminate Customer’s access to the Product(s). GPJ may also take any self-help remedies necessary to prevent continued Prohibited Uses, including, but not limited to, deleting infringing Content and/or removing access to contact information of individuals who lodge complaints with GPJ or GPJ’s web-hosting company. Customer is still responsible for full payment of GPJ’s service fees even if Customer’s access to the Product is suspended or terminated for Prohibited Uses.
6.3. Upon termination of an event or the Agreement, if later, Customer shall cease using the Product(s) and any other components of thereof and shall destroy all copies of the same in any form. All disclaimers of warranties and limitations of liability shall survive any termination of the Agreement.
7. NO WARRANTY.
The Product(s) may contain inaccuracies or errors that could cause failures or loss of data and it may be incomplete. GPJ reserve the right to change, suspend, remove, or disable use or access of the Product(s) (or any part thereof) at any time without notice. In no event will GPJ be liable for the removal of or disabling of use or access to the Product(s). GPJ may also impose limits on the use of or access to the Product(s), or may remove the Product(s) for indefinite time periods from the Mobile Marketplace and in any case without notice or liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE PRODUCT(S) IS AT CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH CUSTOMER. THE PRODUCT(S) AND ANY GPJ SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND GPJ HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. GPJ DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE PRODUCT(S), THAT THE PRODUCT(S) OR GPJ’S SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE PRODUCT(S), OR THE PROVISION OF GPJ’S SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS OR ERRORS IN THE PRODUCT(S), OR GPJ’S SERVICES WILL BE CORRECTED, OR THAT THE PRODUCT(S), OR GPJ’S SERVICES WILL BE COMPATIBLE WITH ANY PRESENT OR FUTURE THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR THAT ANY INFORMATION STORED OR TRANSMITTED THROUGH THE PRODUCT(S) WILL NOT BE LOST, CORRUPTED OR DAMAGED. CUSTOMER ACKNOWLEDGES THAT THE PRODUCT(S) ARE NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE ERRORS, DELAYS, FAILURES OR INACCURACIES IN THE TRANSMISSION OR STORAGE OF DATA OR INFORMATION BY OR THROUGH THE PRODUCT(S) COULD LEAD TO DEATH, PERSONAL INJURY, OR FINANCIAL, PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GPJ WILL CREATE ANY WARRANTY
8. Limitation of Liability
8.1. EXCEPT FOR CUSTOMER’S VIOLATION OF GPJ’S INTELLECTUAL PROPERTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR INDEMNIFY THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOST SAVINGS, COST OF COVER OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE APP, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF A PARTY OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL GPJ BE LIABLE OR INDEMNIFY CUSTOMER FOR: (I) ANY DAMAGES CAUSED BY CUSTOMER’S FAILURE TO PERFORM CUSTOMER’S RESPONSIBILITIES; OR (II) ANY CLAIMS OR DEMANDS OF ANY THIRD PARTIES.
8.2. GPJ’S ENTIRE LIABILITY AND INDEMNITY OBLIGATIONS UNDER ANY AND ALL PROVISIONS OF THIS ADDENDUM (IN THE AGGREGATE FOR ALL CLAIMS) SHALL BE LIMITED TO ANY ACTUAL DIRECT DAMAGES IN THE AMOUNT ACTUALLY PAID BY CUSTOMER FOR APPS PROVIDED UNDER THIS ADDENDUM WITHIN THE PAST TWELVE (12) MONTHS OF THE TERM; PROVIDED THAT IF NO FEE IS PAID TO GPJ FOR USE OF THE APP, GPJ’S ENTIRE LIABILITY AND INDEMNITY OBLIGATIONS UNDER ANY AND ALL PROVISIONS OF THIS ADDENDUM (IN THE AGGREGATE FOR ALL CLAIMS) SHALL BE LIMITED TO ANY ACTUAL DIRECT DAMAGES UP TO $1,000.00.
8.3. GPJ HAS NO RESPONSIBILITY FOR CLAIMS BASED, IN WHOLE OR IN PART, ON NON-GPJ PRODUCTS AND SERVICES, ITEMS NOT PROVIDED BY GPJ, OR ANY VIOLATION OF LAW OR THIRD PARTY RIGHTS CAUSED BY CUSTOMER’S CONTENT, MATERIALS, DESIGNS, SPECIFICATIONS, OR USER DATA. CUSTOMER IS RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS, REGULATIONS, AND CONTRACTUAL TERMS APPLICABLE TO EACH PRODUCT, ANY DATA CUSTOMER ACCESSES OR DISTRIBUTES, OR ANY DATA CUSTOMER PROVIDES OR REQUESTS GPJ TO COLLECT. TO THE EXTENT THAT GPJ REQUIRES RIGHTS TO PROCESS CONTENT OR DATA AS REQUESTED BY CUSTOMER, CUSTOMER IS RESPONSIBLE FOR OBTAINING THOSE RIGHTS PRIOR TO PROVIDING, OR GPJ’S USE OF, THAT CONTENT OR DATA. FOR GPJ’S PRODUCTS WHERE USERS ARE PERMITTED TO LOG IN USING FACEBOOK, GOOGLE, OR OTHER THIRD PARTY USER CREDENTIALS, THESE RIGHTS INCLUDE PERMISSION FROM CUSTOMER TO RECEIVE AND PROCESS USERS EMAIL ADDRESS, ACCOUNT ID, DISPLAY NAME, TELEPHONE NUMBER, A URL TO THE USER’S PROFILE PICTURE, OR OTHER IDENTIFYING INFORMATION THAT IS PROVIDED BY THAT THIRD PARTY SERVICE.
8.4 THESE LIMITATIONS OF LIABILITY WILL SURVIVE AND APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SET FORTH IN THIS AGREEMENT.
9.1. Governing Law. The Agreement is governed by and will be construed in accordance with the laws of the State of Michigan. The federal and state courts located in Oakland County, Michigan shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of the Agreement, and You expressly consent to the personal jurisdiction of such courts, and service of process being effected upon You by registered mail.
9.2. Entire Agreement. The Agreement supersedes any prior oral or written statements, agreements, or representations and can be changed only by an amendment designated as such and signed by an authorized officer of both parties. Any additional or conflicting terms contained in any purchase order, proposal or other document provided by You shall be deemed to be rejected by GPJ without need of further notice of objection, even if such document is acknowledged or accepted by GPJ, and regardless of any statement to the contrary which may be contained therein, and shall be of no effect or in any way binding on GPJ. The Agreement may be signed in multiple counterparts, and each shall be deemed an original. In the event that one or more of the provisions of the Agreement shall be found illegal or unenforceable, then such provisions shall be deemed struck and other provisions of the Agreement shall remain in full force and effect. GPJ’s failure to exercise or enforce any right, power or remedy under the Agreement shall not operate as a waiver thereof.
9.3. Assignment. Except for assignment to a party’s affiliate (any entity which directly or indirectly controls, is controlled by, or is under common control with such party), or in the case of a merger, acquisition or sale of all or substantially all assets not involving a direct competitor of the other party, neither party may assign or otherwise transfer any right or obligation set forth in the Agreement without the other party’s prior written consent, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, GPJ may subcontract the provision of services in whole or in part to a GPJ affiliate. The Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
9.4. Force Majeure. Neither party shall be declared in default by reason of any failure to comply with the terms of the Agreement, if such failure is due to ‘acts of God’, acts of government, fires, floods, epidemics, unavailability of materials, criminal acts, unavailability of third party communications facilities or services, unavailability of utilities or any cause or condition beyond their control, whether foreseeable or not.
9.5. Notice. Any notice pursuant to the Agreement shall be in writing and shall be deemed to have been duly given: (i) five (5) business days after the date of mailing if sent by registered or certified U.S. mail, postage prepaid, with return receipt requested; (ii) when delivered if delivered personally or sent by express courier service; (iii) when transmitted if sent by a confirmed facsimile; or (iv) when transmitted via email, provided that the receiving party acknowledges receipt by return email, and that the email clearly states in the subject line that it is intended to give notice under the Agreement.
9.6. Legal Fees. The prevailing party in any legal action to enforce or interpret the Agreement shall be entitled to recover reasonable attorney’s fees.
9.7. No Third Party Rights. The Agreement is not intended to, and does not confer any rights, benefits or remedies upon any person other than the parties.