TERMS OF SERVICE
Effective Date: April 22, 2019

This Terms of Service (“Agreement”) is a binding contract between you, an individual user (“you”), and Gather (“Gather,” “we,” “us” or “our”), and governs your use of any website that links to these terms, including https://letsgatherup.com/ (and all related subdomains), and all related mobile applications that we make available (each, an “App” and collectively, the “Apps,” together with the Site, the “Service”). BY ACCESSING OR USING ANY PART OF THE SERVICE (INCLUDING BY DOWNLOADING ANY APP), YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN YOU MUST NOT ACCESS OR USE THE SERVICE (OR DOWNLOAD ANY APP). If you are accessing the Service on behalf of a business or corporate entity (“Organization”), then you hereby represent and warrant that you have the authority to bind that Organization and your acceptance of this Agreement will be treated as acceptance by the Organization. In that event, “User” (defined in Section 1.a) and “you” in this Agreement will refer to the Organization.

Material Terms: As provided in greater detail in this Agreement (and without limiting the express language of this Agreement), you acknowledge the following:

  • you consent to the collection, use and disclosure of information in accordance with our Privacy Policy (“Privacy Policy”);
  • THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, Gather’S LIABILITY TO YOU IN CONNECTION WITH THE SERVICE IS LIMITED, AND YOU BEAR ALL RISKS ASSOCIATED WITH ANY ACTIONS MADE THROUGH THE SERVICE; and
  • we will resolve disputes arising under this Agreement through binding arbitration. BY ACCEPTING THIS AGREEMENT, AS PROVIDED IN GREATER DETAIL IN SECTION 9 OF THIS AGREEMENT, YOU AND Gather ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 

  1. General Terms and Conditions.
    1. Description. The Service provides Users (defined below in this Section 1.a) with general information about our products and services. The Platform (defined in Section 2.a below) allows individuals acting on their own behalf or as the representative of an Organization (each such individual or Organization). As used in this Agreement, “User” means all users of the Service, and the “Gather Parties” means Gather and all of its affiliated entities.
    2. Disclaimers and Other Terms. TO THE FULLEST EXTENT PERMITTED BY LAW, AND WITHOUT LIMITING ANY OTHER TERMS IN THIS AGREEMENT, THE FOLLOWING TERMS APPLY:
      1. Limitations on Liability. NONE OF THE Gather PARTIES WILL HAVE ANY LIABILITY TO YOU IN CONNECTION WITH: (1) ANY OUTAGE OR UNAVAILABILITY OR ANY SECURITY BREACH OF ANY ASPECT OF THE SERVICE; OR (2) ANY BOOKING MADE THROUGH THE SERVICE. YOU BEAR ALL RISKS OF USING THE SERVICE.
      2. No Guarantee. YOU FURTHER ACKNOWLEDGE AND AGREE THAT NONE OF THE Gather PARTIES MAKES ANY GUARANTEES OR OTHER COMMITMENTS ABOUT YOUR ABILITY TO ACCESS OR USE THE SERVICE.
      3. Information Submitted to Us; Identity Checks.
        1. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE ACCURACY AND COMPLETENESS OF ALL INFORMATION AND MATERIALS THAT YOU PROVIDE TO US IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, ALL INFORMATION AND MATERIAL THAT YOU PROVIDE TO US IN CONNECTION WITH US CHECKING YOUR BACKGROUND AS FURTHER DESCRIBED UNDER 1.b.iii.2 BELOW. YOU HEREBY REPRESENT AND WARRANT THAT: (A) ALL SUCH INFORMATION AND MATERIALS ARE TRUE, ACCURATE AND COMPLETE IN ALL RESPECTS, COMPLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS AND DO NOT VIOLATE OR INFRINGE ANY THIRD PARTY RIGHTS; AND (B) YOU WILL IMMEDIATELY NOTIFY US ABOUT, AND CORRECT, ANY INACCURACY IN ANY SUCH MATERIALS OR INFORMATION.
        2. YOU ACKNOWLEDGE THAT WE WILL CHECK YOUR BACKGROUND AND IDENTITY AS REQUIRED BY APPLICABLE LAWS IN CONNECTION WITH CERTAIN USES OF THE SERVICE. YOU HEREBY AUTHORIZE US TO, DIRECTLY OR THROUGH THIRD PARTIES, MAKE ANY INQUIRIES AND CONDUCT ANY INVESTIGATION WE CONSIDER NECESSARY OR HELPFUL TO VERIFY YOUR IDENTITY AND TO TAKE ANY ACTIONS WE DEEM NECESSARY OR HELPFUL BASED ON THE RESULTS OF SUCH INQUIRIES AND INVESTIGATIONS. YOU FURTHER AUTHORIZE ANY AND ALL THIRD PARTIES TO WHICH ANY SUCH INQUIRIES OR INVESTIGATIONS MAY BE DIRECTED TO FULLY RESPOND TO SUCH INQUIRIES OR INVESTIGATIONS. YOU ACKNOWLEDGE AND AGREE THAT WE MAY, IN OUR SOLE DISCRETION, DENY YOU THE RIGHT TO USE THE SERVICE. NONE OF THE Gather PARTIES WILL HAVE ANY LIABILITY TO YOU FOR ANY LIABILITY OR OTHER LOSSES ARISING FROM ANY INQUIRIES OR INVESTIGATIONS ARISING UNDER THIS SECTION 1.b.iii.
      4. Additional Terms. We may require you to agree to additional terms and/or policies from time-to-time in connection with your use of the Service (“Additional Terms”). Except as expressly stated otherwise in Additional Terms, any Additional Terms are hereby incorporated into and subject to this Agreement, and this Agreement will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency.
      5. Changes to this Agreement. You understand and agree that Gather may change this Agreement at any time without prior notice. You may read a current, effective copy of this Agreement at any time by selecting the appropriate link on the Service. The revised Agreement will become effective at the time of posting, and your use of the Service after such time will constitute your acceptance of the revised Agreement. If any change to this Agreement is not acceptable to you, then your sole remedy is to stop using the Service. Notwithstanding the preceding sentences of this Section 1.d, no revisions to this Agreement will apply to any dispute between you and Gather that arose prior to the effective date of those revisions.
      6. Consideration. Gather currently provides you with access to the Service for free. In return for enjoying this free access, you acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase the value of Gather from your use of the Service, and you will have no right to share in any such revenues, goodwill or value whatsoever. However, we may in our sole discretion charge you fees for certain uses of the Service or offer certain financial incentives in connection with certain uses of the Service, and we will notify you of the same before those fees or benefits apply or accrue.
      7. Privacy Policy. Use of the Service is also subject to Gather’s Privacy Policy, which is incorporated into this Agreement by reference.
      8. Jurisdictional Issues. Gather makes no representation that materials on the Service are appropriate, lawful or available for use in any locations other than the United States of America. Those who choose to access or use the Service from locations outside the United States of America do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
      9. Eligibility. THE SERVICE IS NOT FOR ANY USERS PREVIOUSLY SUSPENDED OR BLOCKED FROM THE SERVICE BY Gather. Furthermore, by using the Service, you affirm that you are at least 18 years of age and otherwise have the legal capacity to contract.
      10. Mobile Services. The Service will be accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Services”). Your mobile carrier’s normal messaging, data and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the Service and the related Mobile Services must be in accordance with this Agreement.
      11. Messages. You may be able to send messages to others through certain functionality available on the Service (“Messages”). You represent and warrant that: (a) you will only send Messages to others who have given you their prior express consent to receive them; (b) you, and only you, take all actions necessary to initiate and send all Messages, and we are merely a technology provider that plays no active role whatsoever in initiating and/or sending Messages; and (c) you will indemnify and hold us harmless from any and all claims and losses arising out of your Messages. Without limiting the foregoing, you are solely responsible for all fees and charges associated with your Messages.
  2. Registration; Accounts.
    1. Log-In Credentials. While you may always browse public-facing portions of the Service without registering with us, in order to access the password-protected portion of the Service (the “Platform”), you must register an account with us (an “Account”).
    2. Account Security. You are responsible for the security of your Account, and are fully responsible for all activities that occur through the use of your credentials. You agree to notify us immediately at accounts@letsgatherup.com if you suspect or know of any unauthorized use of your log-in credentials or any other breach of security with respect to your Account. We will not be liable for any loss or damage arising from unauthorized use of your credentials. Separate log-in credentials may be required to access External Sites (defined in Section 7 below).
    3. Accuracy of Information. When creating an Account, you will provide true, accurate, current and complete information as we request. You will update the information about yourself promptly, and as necessary, to keep it current and accurate. We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your Account if activities occur on your Account which, in our sole discretion, would or might constitute a violation of this Agreement, cause damage to or impair the Service, infringe or violate any third party rights, damage or bring into disrepute the reputation of Gather, or violate any applicable laws or regulations. If messages sent to the e-mail address you provide are returned as undeliverable, then we may terminate your Account immediately without notice to you and without any liability to you or any third party.
  3. Intellectual Property Rights.
    1. License. Subject to your complete and ongoing compliance with this Agreement, we hereby grant you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to: (i) download, access and use an object code version of each App on any device that you own or control; and (ii) access and use all other portions of the Service, in the case of both (i) and (ii), solely for your personal use and solely in strict compliance with the provisions of this Agreement. Any third-party code that may be incorporated into the Apps is covered by the applicable open source or third party license, if applicable. For a list of the open source components included in the Apps, please refer to the document located here.
    2. Content. The content that Gather provides to you on the Service, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Gather or its licensors (collectively, the “Gather Content”). Moreover, Gather or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and any related goodwill.
    3. Marks. The Gather trademarks, service marks and logos (collectively, the “Gather Trademarks”) used and displayed on the Service are Gather’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Service may be trademarks or service marks owned by third parties (collectively with the Gather Trademarks, the “Trademarks”). You may not use the Trademarks to disparage Gather or the applicable third party, Gather’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Gather’s prior express written consent. All goodwill generated from the use of any Gather Trademark will inure solely to Gather’s benefit.
    4. Restrictions. Gather hereby reserves all rights not expressly granted to you in this Section 3. Accordingly, nothing in this Agreement or on the Service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Service or any Gather Content or Trademarks located or displayed on or within the Service.
  4. Content.
    1. General. Certain features on the Service may allow you to submit or upload (collectively, “Submit”) content to the Service, such as User profile content or other materials subject to intellectual property or similar laws (“User Content”). For all User Content that you Submit to the Service, you hereby grant us (and those we work with) a worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your User Content works better with our Service), publish, publicly perform and display and distribute such content; provided that we will not share with other Users any User Content that you Submit to the Service that is not viewable by other Users based on any privacy settings available on the Service. The rights you grant in this Section are for the purpose of operating, promoting, and improving our Service and business and this license continues even if you stop using our Service.
    2. You Must Have Rights to the Content You Submit. You represent and warrant that: (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in this Agreement; (ii) the Submission of your User Content and the use of the same as contemplated in this Agreement does not and will not violate any right of any third party; (iii) the Submission of your User Content will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the Submission of your User Content does not result in a breach of contract between you and a third party.
    3. Disclaimer. We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for User Content. Gather may, however, at any time and without prior notice, screen, remove, edit or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable, such as, without limitation, User Content that Gather determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any User who Submits Objectionable Content, including, but not limited to, warning the User or suspending or terminating the User’s Account.
  5. Notice and Procedure for Making Claims of Intellectual Property Infringements.
    1. Respect of Third Party Rights. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). If you have an intellectual property rights-related complaint about material appearing on the Service, then you may contact our Designated Agent at the following address:

           Gather
           ATTN: Legal Department (Copyright Notification)
           2500 Chestnut St, Suite 4
           San Francisco, CA 94123
           Email: copyright@letsgatherup.com

    2. Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights (“Notification of Claimed Infringement”) must include the following information:
      1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
      2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
      3. a description of the material that you claim is infringing and where it is located on the Service;
      4. your address, telephone number and email address;
      5. a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent or the law; and
      6. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
    3. Repeat Infringer Policy. Gather’s intellectual property policy is to: (i) remove or disable access to material that Gather believes in good faith, upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Service; (ii) remove any User Content Submitted by Users who are determined to be “repeat infringers”; and (iii) promptly terminate the Accounts of repeat infringers. Gather currently considers a “repeat infringer” to be any User that has Submitted User Content and for whom Gather has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content. Gather has discretion, however, to terminate the Account of any User after receipt of a single Notification of Claimed Infringement (as defined in Section 5.a) or upon Gather’s own determination. 

  6. Restrictions on Use of the Service.
    1. Without limiting any other terms of this Agreement, you agree not to (and not to attempt to):
      1. decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Service, except to the extent any such restrictions are expressly prohibited by applicable law;
      2. rent, lease, loan, resell, sublicense, distribute or otherwise transfer any part of the Service or content thereon to any third party or use any part of the Service for the benefit of any third party;
      3. use any device, software or routine to interfere or attempt to interfere with the proper working of the Service, or any activity conducted thereon;
      4. delete, make unauthorized copies of, or alter any material Gather makes available on the Service;
      5. frame or link to any of the materials or information available on the Service;
      6. use or exploit any Trademarks or Gather Content in any manner that is not expressly authorized by this Agreement;
      7. access, tamper with or use non-public areas of the Service, Gather’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of Gather’s providers;
      8. provide any false information to Gather;
      9. create a false identity or impersonate another person or entity in any way;
      10. restrict, discourage or inhibit any person from using the Service;
      11. use the Service, without Gather’s prior express written consent, for any unauthorized purpose;
      12. gain unauthorized access to the Service, other Users’ Accounts or to other computers or websites connected or linked to the Service;
      13. transmit to the Service any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected thereto;
      14. violate any federal, state or local laws or regulations or the terms of this Agreement; or
      15. assist or permit any person in engaging in any of the activities described above.
  7. External Sites. The Service may contain links to other websites or other online properties that are not owned or controlled by Gather (collectively, “External Sites”). Gather does not make any representations regarding the content or accuracy of any materials on External Sites. You should contact the site administrator or Webmaster for External Sites if you have any concerns regarding content located on those External Sites. If you decide to access any External Sites, then you do so at your own risk. Further, you will be solely responsible for compliance with any terms of service or similar terms imposed by any External Service in connection with your use of External Sites.
  8. Feedback. If you choose to provide us with input or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant to us a non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), worldwide and royalty-free right to use and exploit the Feedback in any manner and for any purpose without any restriction, credit, attribution or fees due to you.
  9. Dispute Resolution.
    1. General. In the interest of resolving disputes between you and Gather in the most expedient and cost effective manner, you and Gather agree that any dispute arising out of or in any way related to this Agreement or your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to this Agreement or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Gather ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION AND THAT THIS AGREEMENT SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
    2. Exceptions. Notwithstanding Section 9.a above, nothing in this Agreement will be deemed to waive, preclude or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (iii) seek injunctive relief in aid of arbitration from a court of competent jurisdiction; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
    3. Arbitrator. Any arbitration between you and Gather will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879 or by contacting Gather. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of this binding arbitration agreement.
    4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”). Gather’s address for Notice is: 2500 Chestnut Street, Suite 4, San Francisco, CA 94123 or by email at legal@letsgatherup.com, Attn: Chief Executive Officer. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, then you or Gather may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Gather must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Gather prior to selection of an arbitrator, then Gather will pay you the highest of the following: (1) the amount awarded by the arbitrator, if any; (2) the last written settlement amount offered by Gather in settlement of the dispute prior to the arbitrator’s award; or (3) $15,000.
    5. Fees. If you commence arbitration in accordance with this Agreement, then Gather will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $15,000 or less, then you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Gather for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits. Notwithstanding anything in this Agreement to the contrary, and for the avoidance of doubt, the arbitrator can award injunctive relief as a remedy in any arbitration required under these dispute resolution provisions.
    6. No Class Actions. YOU AND Gather AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Gather agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
    7. Modifications to this Arbitration Provision. Except as otherwise provided in this Agreement, if Gather makes any future change to this arbitration provision, other than a change to Gather’s address for Notice, then you may reject the change by sending us written notice within 30 days of the change to Gather’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Gather.
    8. Enforceability. If Section 9.f above is found to be unenforceable or if the entirety of this Section 9 is found to be unenforceable, then the entirety of this Section 9 will be null and void.
  10. Limitation of Liability and Disclaimer of Warranties. THE TERMS OF THIS SECTION 10 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
    1. NONE OF THE Gather PARTIES MAKES ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE OR ANY CONTENT THEREON. ACCORDINGLY, THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE Gather PARTIES HEREBY DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
    2. WITHOUT LIMITING SECTION 10.a, THE Gather PARTIES DO NOT WARRANT THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF ERRORS, COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, THEN NO Gather PARTY WILL BE RESPONSIBLE FOR THOSE COSTS.
    3. IN NO EVENT WILL ANY Gather PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE SERVICE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF THE Gather PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Gather’S LIABILITY, AND THE LIABILITY OF ANY OF THE OTHER Gather PARTIES, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING FROM THIS AGREEMENT IS LIMITED TO U.S. $100.
    4. THERE MAY BE INADVERTENT TECHNICAL OR FACTUAL INACCURACIES AND TYPOGRAPHICAL ERRORS IN INFORMATION OR MATERIALS ON THE SERVICE, AND NONE OF THE Gather PARTIES MAKES ANY WARRANTIES REGARDING THE ACCURACY, COMPLETENESS OR TIMELINESS OF SUCH INFORMATION OR MATERIALS. NONE OF THE Gather PARTIES PROVIDES ANY GUARANTEES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. THE Gather PARTIES HEREBY EXPRESSLY DISCLAIM ALL LIABILITY FOR ERRORS OR OMISSIONS IN, OR THE MISUSE OR MISINTERPRETATION OF, ANY INFORMATION OR MATERIALS CONTAINED ON THE SERVICE.
    5. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY OF THE Gather PARTIES OR OTHERWISE THROUGH THE SERVICE, WILL CREATE ANY WARRANTY.
  11. Third Party Disputes. ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY, INCLUDING OTHER USERS, IN CONNECTION WITH YOUR USE OF THE SERVICE IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY. ACCORDINGLY, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY IRREVOCABLY RELEASE THE Gather PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
  12. Indemnification. To the fullest extent permitted by law, you agree to defend, indemnify and hold harmless the Gather Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (a) your breach of this Agreement; (b) your access to, use or misuse of the Gather Content, Trademarks or any part of the Service; or (c) any false, inaccurate or misleading information you provide to Gather. Gather will provide notice to you of any such claim, suit or proceeding. Gather reserves the right, in its sole discretion, to assume the exclusive defense and control of any matter which is subject to indemnification under this Section at your sole expense if Gather believes that you are unwilling or incapable of defending Gather’s interests. In such case, you agree to cooperate with any reasonable requests assisting Gather’s defense of such matter at your sole expense.
  13. Term and Termination of the Agreement.
    1. Term. As between you and Gather, the term of this Agreement commences on your first use of the Service and continues until the termination of this Agreement by either you or Gather.
    2. Suspension, Termination and Cancellation. You may terminate this Agreement by sending written notification to us at accounts@letsgatherup.com and terminating your use of the Service. We reserve the right, in our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Service or to terminate this Agreement at any time without prior notice or liability if you breach any provision of this Agreement or violate the rights of any third party on or through the Service. We reserve the right to change, suspend, or discontinue all or any part of the Service at any time without prior notice or liability.
    3. Survival. Sections 1.b, 1.c, 1.d, 1.e, 1.g, 1.h, 1.i, 1.j, 2.b, 2.c, 3.b, 3.c, 3.d, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13.c, 14, 15, 17 and all defined terms used therein will survive the termination of this Agreement indefinitely.
  14. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in the Privacy Policy and any onboarding documentation that you may submit when registering for the Platform. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
  15. Miscellaneous. This Agreement is governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions. You agree that no joint venture, partnership, employment or agency relationship exists between you and Gather as a result of this Agreement or use of the Service. If any provision of this Agreement is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such provision will not affect the validity of the remaining provisions of this Agreement, which will remain in full force and effect. Failure of Gather to act on or enforce any provision of this Agreement will not be construed as a waiver of that provision or any other provision in this Agreement. No waiver will be effective against Gather unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. This Agreement constitutes the entire agreement between you and Gather with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter hereof. The Section headings are provided merely for convenience and will not be given any legal import. This Agreement will inure to the benefit of our successors and assigns. You may not assign this Agreement or any of the rights or licenses granted hereunder without the prior express written consent of Gather. “Assignment” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. Gather may assign this Agreement, including all its rights hereunder, without restriction. This Agreement may only be amended in a writing signed by you and an authorized representative of Gather, except as provided in Section 1.d. You acknowledge and agree that you have had the opportunity to consult legal counsel in connection with this Agreement even if you chose not to do so, and this Agreement will not be construed against you or Gather as drafter.
  16. Contact Us. If you would like to contact us for any reason email us at info@letsgatherup.com.
  17. Notice Regarding Apple. You acknowledge that this Agreement is between you and Gather only, not with Apple, and Apple is not responsible for the Apps or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps. In the event of any failure of any App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Apps. Apple is not responsible for addressing any claims by you or any third party relating to the Apps or your possession and/or use of the Apps, including, but not limited to: (a) product liability claims; (b) any claim that an App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that an App or your possession and use of such App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the Apps. Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If we provide a translation of the English language version of this Agreement, then the translation is provided solely for convenience, and the English version will prevail.
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