TERMS OF SERVICE
GatherApp, Inc. (“GatherApp", “we”, “us” and “our”) welcomes you to our online website (including all content and functionality available through the http://www.gatherwith.us/ domain name, the "Site") and mobile application (the “App”). Our Site and App allows users to connect with each other in planning and attending events (collectively the “Services”) and we are happy to provide you with access to the Site and App, related data, GatherApp’s proprietary software, and content and related documentation and information through the App for use of the Services. Before using the Site, App, and/or the Services, we encourage you to carefully read these Terms of Service (the “Agreement”).
We may modify this Agreement at any time, and such modification will be effective immediately upon either posting of the modified Agreement or notifying you. You agree to review this Agreement periodically to ensure that you are aware of any modifications and you agree that your continued access or use of the Site and/or App shall be deemed your conclusive acceptance of the modified Agreement.
1. TERMS AND LIMITATIONS.
1.1 Grant of Limited License. Your access to the Service is licensed and not sold. Subject to the terms of this Agreement, and upon your registration for an Account (as applicable), you are hereby granted a revocable, non-exclusive, non-transferable account enabling you to access and use the Services and the App and the Site. All Content (as defined in Section 1.2) that is made available to view and/or download in connection with the Site and App is owned by and is the copyrighted work of GatherApp and/or our suppliers and is licensed, not sold. You do not have the right to lend, lease, rent or sublicense the Site, the App and/or the Content. Your use of the Services (including the use of the materials that you download in connection with the use of the App, along with any documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany it (collectively, “Material”)) is governed by the terms of this Agreement. We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, the App and Services, and to block or prevent future access to and use of the Site, the App and Services. You are not permitted, directly or indirectly, and the foregoing license grant does NOT include the right for you to (a) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media; (b) market, sell or make commercial use of the Site, App, or any Material; (c) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (d) make derivative uses of the Site, App, or the Material; or (e) use, frame or utilize framing techniques to enclose any portion of the Site, App (including the images found at this Site, App, or any text or the layout/design of any page or form contained on a page).
1.2 Proprietary Rights. The entire contents displayed on the Site and App (the “Content”) have copyrighted protection as a collective work under the laws of the United States and other copyright laws. We are the sole exclusive owner of the Content. There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws. You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Content from the different areas of the Site and/or App only for non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner. You may not change or delete any proprietary notices from materials downloaded from the Site or App. You agree not to use any GatherApp logo or any other proprietary graphic or trademark without our express written consent. As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in GatherApp and/or its content providers. Third-party trademarks, service marks and logos contained in the Site are owned and licensed by their respective owners. Any and all rights not expressly granted herein are reserved.
1.3 User’s Restrictions. You are not permitted, directly or indirectly, to (a) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining our express written consent and/or the copyright owner; (b) distribute, display, rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content, Material or any Submitted Content (defined in Section 2), in whole or in part; or (c) remove any proprietary notices or labels on the Content.
1.4 User Agreement.
(a) Opt-in. In order to use the Services, you must opt-in by providing us with your phone number (your “Phone Number”) through the Site (“Opt-in”). An invite will then be sent to your Phone Number via SMS message to register for an Account. In addition, if you are not registered for our Services, other Users may send you a SMS message through the App inviting you to certain events or activities (the “Events”) that such User is participating in. In using the Services, you may receive SMS messages and/or mobile notifications from us or from other Users in connection with the Events. You can cancel an invite, notifications and other communications via SMS message in connection with our Services at any time by texting “STOP” to the number that texted you and we will send you a reply confirming your request to unsubscribe. After unsubscribing, you will no longer receive messages from us. In the event you unsubscribe and then choose to use the Services and register for an Account, you will need to Opt-in again and we will send you an invite to register via SMS message. If at any time you forget what keywords are supported, you can text "HELP" to the number that texted you and we will respond with instructions on how to use the Service as well as how to unsubscribe. We are able to deliver SMS messages to the mobile phone carriers listed in Section 1.4(b). You understand, acknowledge and agree that (i) text message and data rates may apply for any SMS messages sent to you from us, from you to us or between Users; (ii) you are solely responsible for any fees charged by your wireless provider in connection with SMS messages that you receive or send in connection with the Opt-in and/or the Services; and (iii) you will contact your wireless provider with any questions regarding your text and/or data plan.
(b) Mobile Carriers. We deliver to the following mobile phone carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, U.S. Cellular, Boost Mobile, MetroPCS, Virgin Mobile, Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central, IL (ECIT), Cellular One of Northeast Pennsylvania, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).
(c) Account. Once you receive an invite via SMS message and if you choose to continue use of the Services, you will be required to register for an Account through the App by providing us with certain information such as your name, your e-mail address, phone number, contact book and your address. In registering for an account, you agree to: (i) provide true, accurate, current and complete information about yourself; and (ii) maintain and promptly update your Account to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
(d) Use of the App. You understand and agree that (i) your use of the App is conditioned upon your acceptance of the terms of this Agreement; (ii) the App contains copyrighted material, trade secrets, and other proprietary materials of GatherApp and its licensors; (iii) you will only use the App to access and/or use the Services; (iv) you will not use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service; (v) you will not authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with us; (vi) you will not use any software or hardware that reduces the number of Users directly accessing or using the Service (sometimes called 'multiplexing' or 'pooling' software or hardware); (vii) you will not lend, lease, rent or sublicense the App; (viii) you will permit us to send and deliver updates and notifications to you as part of your use of the App; (ix) you will allow the App to automatically download and install updates from time to time from us which are designed to improve, enhance and further develop the App and may take the form of bug fixes, enhanced functions, new software modules and completely new versions; and (x) in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (A) decompile, disassemble or reverse engineer the App; (B) modify or create derivative works of the App; (C) use the App in any manner to provide service bureau, commercial time-sharing or other computer services to third parties; (D) transmit the App or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); (E) sell, distribute, rent, lease, sublicense or otherwise transfer the App to a third party; or (F) use components of the App to run applications not running on the App.
1.5 User Representations.
(a) You represent and warrant to GatherApp that you will (i) maintain the security of your user identification, password and other confidential information relating to your Account; (ii) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (iii) maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying us in writing of such use and taking steps to prevent its further occurrence by changing your password; (iv) comply with the terms set forth herein; and (v) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services, the App or Site.
(b) You warrant, represent and agree that you will not use the Site or App in a manner that (i) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) you should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable; (iv) adversely affects or reflects negatively on our goodwill, name or reputation or causes duress, distress or discomfort to GatherApp or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site or App, or from advertising, liking or becoming a supplier to use in connection with the Site or App; (v) send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; (vi) transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information; (vii) falsely report to an employee or agent of GatherApp; (viii) circumvent, disable or otherwise interfere with security-related features of the Site, the App or its features that prevent or restrict use or copying of any content; (ix) intercept or attempt to intercept email or other private communications not intended for you; and/or (x) causes the Site or App to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages; (xi) uses simultaneous, unattended or continuous connections to Service with one account; upload files that contain a virus or corrupted data; (xii) delete any author attributions, legal notices or proprietary designations or labels in a file that you upload through the App; (xiii) falsify the source or origin of software or other material contained in a file that You upload to through the App; (xiv) use the Service in a manner that adversely affects the availability of its resources to other Users; (xv) use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity that is not a subscriber to the Service the user directory or any portion thereof other than for personal, noncommercial purposes (except as otherwise expressly permitted by us); (xvi) cause repeated disruptive incidents; (xvii) act, or fail to act, in your use of the Service, in a manner that is contrary to applicable law or regulation; and (xviii) distribute in any medium any part of the Site, or the App, including, but not limited to, any Submitted Content, without our prior written consent. You further warrant, represent and agree that you will not (y) post or transmit any message, data, image or program which is indecent, obscene or pornographic; and (z) use the App to threaten, harass, stalk, abuse, or otherwise violate the legal rights (including rights of privacy and publicity) of others. While it is not our intent to discourage you from reporting problems about the Services, nonetheless, we reserve the right to take such action as we deem appropriate and/or to remove any content from the App at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have breached the immediately preceding sentence), or for no reason at all.
(c) You further represent and warrant that (i) you are over the age of eighteen (18) and have the power, authority or consent to enter into and perform your obligations under the Agreement; (ii) all information provided by you to GatherApp is truthful, accurate and complete; (iii) you shall comply with all terms and conditions of this Agreement; (iv) you shall comply with all terms and conditions of this Agreement; and (E) each time you upload Submitted Content on the App or through the Service, you own or otherwise control the rights or have the necessary consents to upload or post such Submitted Content and to enable inclusion and use of the Submitted Content in the manner contemplated by the Services and/or App.
2. SUBMITTED CONTENT.
2.1 Submitted Content. You are solely responsible for the information, photos, and other content that you upload, publish or display (hereinafter, "post") through the Services or on the App (collectively, the “Submitted Content”). We do not claim ownership of any Submitted Content. You understand the App is available to the public and, therefore, any information you consider confidential should not be posted on the App. By posting Submitted Content, you agree that we may reveal your identity and whatever information we know about you to any law enforcement agent or official in the event of legal action arising from any Submitted Content posting by you. Your participation in communications through the App, if any and if allowed by GatherApp, occurs in real time and is not edited, censored, or otherwise controlled by us. We cannot and do not screen content provided by you to the App or through the Services. Notwithstanding the foregoing, we reserve the right to monitor content on the App and to remove content, which we, in our sole discretion, determine to be harmful, offensive, or otherwise in violation of this Agreement or our operating policies for Users. Except as described herein, any communication which you post on any public area of App is considered to be non-confidential. You may engage in conferences and chats, download and upload files and otherwise use the App as permitted by this Agreement, our operating policies and applicable law. Files that you upload, public messages that you send and your activity in communications through the App are subject to review, modification and deletion by us without notice. Files uploaded to the App may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations.
2.2 License Grant. By posting Submitted Content, you automatically grant to GatherApp a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services). You acknowledge and agree that your name and/or likeness may be associated with your Submitted Content and posted on the App and you hereby grant us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your name and/or likeness in association with your Submitted Content. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You further acknowledge and agree that no compensation will be paid with respect to the use of your Submitted Content, as provided herein, and that we may remove any Submitted Content posted on the App at any time in our sole discretion. Further, when you provide Submitted Content, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of such content on the Site and/or App. You may remove any Submitted Content you post from the App at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire, however you acknowledge that we may retain archived copies of the Submitted Content.
3. OPERATION. We reserve complete and sole discretion with respect to the operation of the Site and the App. We may, among other things: (a) delete email or private messages if it has not been accessed by a User within the time established by our policies; (b) subject to Section 1, make available to third parties information relating to the Users; and (c) withdraw, suspend or discontinue any functionality or feature of the Site and/or the App.
4. CONTENT AND GENERAL DISCLAIMERS
4.1 General Disclaimer. THE SITE AND THE APP ARE PROVIDED BY GATHERAPP ON AN "AS IS" BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE APP OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE OR THE APP. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS. WE CANNOT AND DO NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE OR THE APP WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. WE DO NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE OR APP WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. WE MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. ALTHOUGH WE HAVE ATTEMPTED TO PROVIDE ACCURATE INFORMATION ON THE SITE AND APP, WE ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THE INFORMATION.
4.2 Informational Purposes Only. Any opinions or Submitted Content expressed on the Site or the App are the personal opinions of the original author and not of GatherApp, even though the original author may be employed by GatherApp. The Content is provided for informational and entertainment purposes only and is not an endorsement or representation by GatherApp or any other party. We do not assume any responsibility or liability for any Submitted Content, opinion or other commentary posted on the Site, the App or any third party website linked to the Site or App and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.
4.3 Disclaimer of Third Party Information. You understand that when using the Site and/or the App, you may be exposed to third party content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third party content. You further understand and acknowledge that you may be exposed to third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect thereto.
5. INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS GATHERAPP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY'S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT, BREACH OF YOUR REPRESENTATIONS CONTAINED HEREIN, OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES' WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE OR THE APP USING YOUR THE ACCOUNT.
6. WAIVER AND RELEASE. YOU AGREE THAT NEITHER GATHERAPP NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE, THE APP, THE SERVICE, OR THE CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT GATHERAPP SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST GATHERAPP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF GATHERAPP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE, THE APP, THE SERVICE, OR THE CONTENT.
7. LIABILITY LIMITATION. NOTWITHSTANDING THE ANYTHING TO THE CONTRARY HEREIN, WE WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE APP OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, EVEN IF WE MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SITE AND THE APP ARE CONTROLLED AND OFFERED BY US FROM OUR FACILITIES IN THE UNITED STATES OF AMERICA. WE MAKE NO REPRESENTATIONS THAT THE SITE OR APP IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR APP FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
8. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION. We respect the intellectual property rights of others. You can notify us of possible copyright infringement, and we will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:
(a) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site or App reasonably sufficient to permit us to locate the material;
(d) Your contact information, including your address, telephone number, and email;
(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act ("DMCA"). Claims can be directed to us at [(415) 578-5771, privacy@Gatherwith.us or to GatherApp Inc., 301 Bryant St. #201, San Francisco, CA 94107].
9. TERM AND TERMINATION. Either you or GatherApp may terminate this Agreement at any time and for any reason. In addition, this Agreement will terminate immediately, without notice, if you fail to comply with the terms of this Agreement. We also reserve the right to terminate or suspend your Account and access to the Site, App and Services without prior notice. The provisions of Sections 1.2 (Proprietary Rights), 1.3 (User Restrictions), 1.4 (User Agreement), 1.5 (User Representations), 2 (Submitted Content), 4 (Content and General Disclaimers), 5 (Indemnification), 6 (Waiver and Release), 7 (Limitation of Liabilities), 9 (Term and Termination), and 12 (Miscellaneous) shall survive any termination of this Agreement.
11. Export Controls. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Material in violation of any such restrictions, laws or regulations. By downloading or using the Material, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.
12. MISCELLANEOUS. This Agreement shall be governed by and construed in accordance with the laws of the State of California. You agree that any legal action or proceeding between GatherApp and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a court of competent jurisdiction sitting in San Francisco County, California, United States. Any cause of action or claim you may have with respect to GatherApp must be commenced within one (1) year after the claim or cause of action arises. Our failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. If any action in law or in equity is necessary to enforce the terms of this Agreement, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any Nonprofit User, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that Sections 5, 6, and 7 are intended to benefit GatherApp and its officers, directors, employees, agents, licensors, and suppliers. We may assign its rights and duties under this Agreement to any party at any time without notice to you.
13. NOTICE. We may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site or the App, or by written communication delivered by first class U.S. mail to your address on record in the Account. You may give notice to us at any time via electronic mail to the Site at the following address:
ATTN: Member Services