Terms of Use

Last Updated:  December 5, 2021

These Terms of Service (the “Terms”) are a legal contract between Product Placement Software Inc. d/b/a Gathr and its affiliates, (collectively, “Company”, “we” or “us”) and “you” (“your,” or “User”).  The Terms explain how you are permitted to use the services provided by and through our platform, website(s) (including https://hellogathr.com/, https://gathrnow.com/ and https://gathru.com/), our associated internet properties (either linked by Company and/or by affiliated companies) and any software that Company provides to you for download, including in your mobile devices (our “Mobile App(s)”) (all of these virtual properties and mobile applications, collectively, the “Site”). These Terms also govern your use of all the text, data, information, software, analytics, graphics, proprietary content and more (all of which we refer to as “Materials”) that we and/or our affiliates may make available to you, as well as any services we may provide through the Site.  Collectively, the Site, the Materials, and the services provided by the Company are referred herein to as the Service”

USING THE SERVICE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS.  IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE. THESE TERMS APPLY TO ALL VISITORS AND USERS WHO ACCESS THIS SERVICE.

Note:  These Terms contain a dispute resolution and arbitration provisionsection 16 below>, including a class action waiversection 16(e) below> that affects your rights. This section applies to the extent applicable in your jurisdiction.

  1. YOUR ACCEPTANCE AND CONTRACTUAL RELATIONSHIP.

By using the Service, you represent that you are at least 18 years of age, or that you are of age under the laws of your jurisdiction, and lawfully able to enter into contracts. If you are not legally able to enter into contracts, you may not use the Service at any time or in any manner or submit any information to the Company or the Service. 

If you are entering into these Terms on behalf of a business entity or organization, you represent and warrant that you have the legal authority and capacity to bind such business entity or organization.  If you are not authorized nor deemed by law to have such authority, you assume sole personal liability for the obligations set out in these Terms.

Your access to and use of the Service is subject to your continued compliance with these Terms and all applicable laws. Your right to access and use the Service will terminate immediately, without any further action by Company, if you breach these Terms.

  1. PRIVACY.

Please review our privacy policy (the “Privacy Policy”) which explains how we use any personal information that you submit to Company.  The Privacy Policy is hereby incorporated by reference.

  1. THE SERVICE AND LICENSE TO USE IT.

The Service enables you, as a Registered User (defined in section 4), to send or receive products and/or samples, gift cards, coupons, or online coupon codes from, and applicable to products and/or services provided by our business partners, merchants and/or brands (“Brand Partners”). For as long as you agree to these Terms and abide by them, you may use the Service. These Terms apply to all users of the Service, including Visitors and Registered Users. The Service is licensed, not sold, to you.

(a) Grant of a Limited License to Use the Service.  The Service is protected by copyright laws throughout the world.  Subject to your agreement, and continuing compliance with these Terms, Company grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to use the Service solely for your own individual, non-commercial purposes. You agree not to use the Service for any other purpose. 

(b) Restrictions. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service except as expressly permitted in writing by the Company; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Service except as expressly permitted by Company; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; or (vi) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks.

(c)  All rights not expressly granted to you in these Terms are reserved and retained by Company and/or its licensors. The licenses granted by Company terminate if you do not comply with these Terms and/or any other Service terms and conditions.  By using the Service, you represent that you are not a person barred from using the Service under the laws, rules and regulations of the United States of America, your place of residence or any other applicable jurisdiction. No other rights, assignment, licenses or legal relationship of any nature, including, but not limited to, agency, partnership, joint-venture, employer-employee, franchisor-franchisee or otherwise, either express or implied, are created through your use of the Service unless expressly set forth in these Terms.

  1. REGISTRATION AND ACCOUNTS.

(a) Visitors and Guests.  Visitors and guests may browse the Site in accordance with these Terms but will not have full access to the Service without first becoming Registered Users.

(b) Registered Users. In order to access certain features of the Service you may be required to become a Registered User. A “Registered User” is a user who has registered an account with us (your “Account”).

(c) Registration Data and Your Account.  In registering for the Service, you agree to (i) provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “Registration Data”); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You are responsible for all activities that occur under your Account.  You may not share your Account or password with anyone, and you agree to (A) notify Company immediately of any unauthorized use of your password or any other breach of security at contact@hellogathr.com and (B) exit from your Account at the end of each session, on any device on which session was initiated. Even if you notify us, you will be responsible for any activities that occur using your access credentials, including any charges resulting from the use of your Account. Company will not be liable for any losses caused by any unauthorized use of your Account. 

If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof).  You agree not to create an Account using a false identity or information. You agree that you shall not have more than one Account for personal use at any given time.  Company shall be entitled to monitor your username and password and, at its discretion, require you to change it. If you use a username and password that Company considers insecure or inappropriate, Company will be entitled to require this to be changed and/or terminate your Account. Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to register for an Account on behalf of an individual other than Yourself or register for an Account on behalf of any group or entity unless you are authorized to bind such person, group, organization, or entity to these Terms. By registering another person, group, organization, or entity you hereby represent that you are authorized to do so.   You agree not to create an Account or use the Service if you have been previously removed by Company, or if you have been previously banned from any of the Company properties.

(d) Third-Party Accounts.  When you sign up for or use our Service, you may give us permission to access your information in other services. For example, you may link your social networking service accounts (such as Facebook, Google, etc) that connect to our Service (each such account, a “Third-Party Account”), which allows us to obtain information from those accounts (like your full name and email). The information we get from those services often depends on your settings or their privacy policies, so be sure to check what those are. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND COMPANY DISCLAIMS ANY LIABILITY FOR PERSONAL INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. ANYTHING THAT HAPPENS IN YOUR THIRD-PARTY ACCOUNT IS BETWEEN THAT PROVIDER AND YOU.

  1. OUR BRAND PARTNERS.

Company does not have any control over our Brand Partners, and is not and cannot be responsible for their products, services, content, operation or use, with regard to any Company content or any other content. Company does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information, products, or services provided by Brand Partners.

Brand Partners may have their own terms of use and/or privacy policies, and may have different practices and requirements to those operated by Company. You are solely responsible for reviewing any terms of use, privacy policy or other terms provided by our Brand Partners.

COMPANY DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM YOUR USE OF BRAND PARTNERS’ PRODUCTS AND SERVICES, AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIM AGAINST COMPANY WITH RESPECT TO THE CONTENT OR OPERATION OF ANY BRAND PARTNER PRODUCT OR SERVICE.

You acknowledge that is entirely the responsibility of, and at the discretion of Brand Partners, and not Company, to: (i) provide products or samples, gift cards, and online coupon codes; and (ii) determine and honor the value and validity of any products, samples, gift cards, and online coupon codes.

You acknowledge that you shall not attempt to reproduce, sell, or otherwise transfer Brand Partner samples, gift cards, or online coupon codes in any manner not authorized by both the Brand Partners and Company in writing.

If you are a California resident, you waive California Civil Code § 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.”

  1. PURCHASES.

As a Registered User, we offer the Service at no cost to you.  If applicable, you agree to pay all fees or charges to your Account based on Company’s fees, charges, and billing terms in effect for payable offerings as may be shown on the Site.  If you do not pay on time or if Company cannot charge your credit card, PayPal or other payment method for any reason, Company reserves the right to either suspend or terminate your access to the Service and Account and terminate these Terms.  You are expressly agreeing that Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Service and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration with this Service, and thereafter at regular intervals for the remainder of the term of these Terms.  If you cancel your Account at any time, you will not receive any refund.  If you have a balance due on any Account, you agree that Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

  1. UNAUTHORIZED ACTIVITIES.

When using the Service, you agree not to:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Post anything that exploits children or minors or that depicts cruelty to animals.
  • Post any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, ‘junk mail’, ‘spam’, ‘chain letters’, ‘pyramid schemes’, or any other form of such solicitation.
  • Use any robot, spider, scraper or other automated means to access the Service.
  • Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
  • Alter the opinions or comments posted by others on this Service.
  • Post anything clearly false or misleading.
  • Post anything unrelated to our business, products or services.
  • Post anything contrary to our public image, goodwill or reputation, provided that the foregoing will not apply to you if applicable law prohibits such limitations and restrictions.

This list of prohibitions provides examples and is not complete or exclusive.  Company reserves the right to with or without cause and with or without notice, for any reason or no reason, or for any action that Company determines is inappropriate or disruptive to this Service or to any other user of the Service.  Company may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct.  When legally required or at Company’s discretion, Company will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Service or on the Internet.

You agree to indemnify and hold Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Service violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.

  1. PROPRIETARY RIGHTS.

“GATHR” is a trademark of Company in the United States of America.  Other trademarks, names and logos on the Service are the property of their respective owners, including our Brand Partners.

Unless otherwise specified in these Terms, all information and screens appearing on the Service, including without limitation all Materials, documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Company, Copyright © 2021 Product Placement Software Inc. dba Gathr.  All rights not expressly granted herein are reserved.  Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Any use of the Service that is not expressly permitted by these Terms may be a breach of these Terms and may violate copyright, trademark and other intellectual property laws. Company exercises reasonable efforts to ensure that the Materials are accurate and complete, however Your use of the Service is at your own risk.

  1. FEEDBACK.

Any comments, questions, suggestions, materials, opinions, or reviews regarding the Service or the Brand Partners from You (collectively, “Feedback”) through any communication whatsoever (e.g., call, email, survey, online) will be treated as both non-confidential and non-proprietary.  Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, opinion, review, testimony, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback.  Where the foregoing assignment is prohibited by law, you hereby grant us and our Brand Partners an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we (and our Brand Partners) may determine in our sole discretion.  Notwithstanding the foregoing, you understand and agree that we are not obligated to use, display, reproduce, or distribute any such opinions, reviews, testimonies, ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

  1. INTELLECTUAL PROPERTY INFRINGEMENT.

We respect the intellectual property rights of others and encourage You to do the same. Accordingly, We have a policy of removing any content that violates intellectual property rights of others, suspending access to the Service (or any portion thereof) to any user who uses the Service in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the this Service in violation of someone’s intellectual property rights.

Pursuant to Title 17 of the United States Code, Section 512, We have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If You believe Your copyright or other intellectual property right is being infringed by a user of this Service, please provide written notice to Our Agent for notice of claims of infringement at email contact@hellogathr.com, Attn: DMCA Agent.

To be sure the matter is handled immediately, Your written notice must:

  • Contain Your physical or electronic signature;
  • Identify the copyrighted work or other intellectual property alleged to have been infringed;
  • Identify the allegedly infringing material in a sufficiently precise manner to allow Us to locate that material;
  • Contain adequate information by which We can contact You (including postal address, telephone number, and e-mail address);
  • Contain a statement that You have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
  • Contain a statement that the information in the written notice is accurate; and
  • Contain statement, under penalty of perjury, that You are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.

Submitting a DMCA Counter-Notification

If the content removed belongs to you, We will notify You that We have removed or disabled access to copyright-protected material that You provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, You may provide Our Agent with a written counter-notification that includes the following information:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from You under the penalty of perjury, that You have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address and telephone number, and a statement that You consent to the jurisdiction of a court for the judicial district in which Your physical address is located, or if Your physical address is outside of the United States, for any judicial district in which We may be located, and that You will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

Termination of Repeat Infringers

We reserve the right, in Our sole discretion, to terminate the account or access of any user of this Service who is the subject of repeated DMCA or other infringement notifications. 

  1. TERM AND TERMINATION.

The Terms commence on the date when you start using the Service and remain in full force and effect while you use the Service, unless terminated earlier in accordance with the Terms. If you want to terminate the Service, you may do so by (a) notifying Company at any time; (b) closing your Account; and/or (c) if you are Visitor, stop visiting the Site.  We reserve the right to terminate or suspend your Account or access to the Service at any time and for any reason. It is within our sole discretion and determination to terminate your Account for what we deem to be a violation or breach of these Terms. In the event that we terminate or suspend your Account, you will have no further access to your Account or anything associated with it. Termination of the Service includes (i) automatic termination of all licenses and you must immediately destroy any downloaded or printed materials (including software); and (ii) deletion of your password and related information, files and content associated with or inside your Account (or any part thereof), except to the extent of any surviving licenses or applicable record retention requirements.  Company will not have any liability whatsoever to you for any suspension or termination, including for deletion of Feedback or your Registration Data.  All provisions of the Terms, which by their nature should survive, shall survive termination of the Service, including without limitation, ownership provisions, warranty disclaimers, limitation of liability and indemnity obligations. 

You may close your Account by using the feature provided in the Service or, in the alternative, by emailing us at contact@hellogathr.com. We will proceed to close your Account and send you an email confirmation.

  1. LINKS TO THIRD-PARTY SITES.

The Service may be linked to other websites that are not Company properties, such as those of our Brand Partners (collectively, “Third-Party Sites”).  You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions and/or user guides and business practices than Company, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site privacy policy and terms and conditions and/or user guides.  You hereby agree to comply with any and all terms and conditions, users guides and privacy policies of any of Third-Party Sites.  Company does not verify, make any representations or take responsibility for any Third-Party Site, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. YOU AGREE THAT COMPANY WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.  Any reference on the Service to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply Company’s endorsement or recommendation. 

  1. DISCLAIMER OF WARRANTIES.

THE SERVICE AND ALL MATERIALS AND PRODUCTS PROVIDED BY COMPANY OR OUR BRAND PARTNERS ARE PROVIDED “AS IS.” WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. WE DO NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD-PARTY OR BRAND PARTNER THROUGH THE SERVICE OR OTHER SITE, EVEN IF IT CAN BE REACHED FROM A LINK ON A COMPANY RELATED SITE OR APPLICATION OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON SUCH SITE, AND WE SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD-PARTY (INCLUDING OUR BRAND PARTNERS), REGARDLESS OF WHETHER THAT PARTY IS ANOTHER USER. WE WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT OR INFORMATION OR ANYTHING ELSE EXCHANGED BY MEANS OR VIRTUE OF THE SERVICE.

  1. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO YOUR COMPUTER, DEVICES OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SERVICE, (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE SERVICE, OR (VI) YOUR INTERACTIONS WITH BRAND PARTNERS AND YOUR USE OR COMSUMPTION OF THEIR PRODUCTS AND SERVICES. THESE LIMITATIONS SHALL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU PAID US IN THE PRIOR 12 MONTHS (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

  1. INDEMNIFICATION.

You shall indemnify and hold Company and its subsidiaries, affiliates, officers, agents, and employees, harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable legal fees and related expenses), incurred in connection with or caused by any Feedback, Registration Data, user content or materials submitted, posted, transmitted or made available by you through the Service and any violation by you of these Terms. Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in connection therewith.

  1. DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please read this carefully.  It affects your rights.

(a) Applicable Law.  These Terms will be subject to and construed in accordance with the laws of the State of New York, United States of America, excluding its rules regarding conflicts of law. You agree that any claim or dispute you may have against Company must be resolved exclusively by a state or federal court located in the State of New York, except as otherwise agreed by the parties or as described in the Arbitration subsection below. You agree to submit to the personal jurisdiction of the courts located in New York, NY for the purpose of litigating all such claims or disputes.

(b) Dispute Resolution.  Before either party may seek arbitration as provided below, the party must first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. After the Notice is received, you and Company may attempt to resolve the claim or dispute informally. If you and Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding as provided below.

(c) Arbitration.  You agree that Company may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event Company elects arbitration, you hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through the American Arbitration Association or another established alternative dispute resolution provider (collectively, “ADR”) chosen by Company. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties, in which case the location of the arbitration shall be in any of the Boroughs of New York at the discretion of Company, and (iii) the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.

(d) Waiver of Jury Trial.  YOU HEREBY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  In the event any litigation should arise between you and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(e) Waiver of Class or Consolidated Actions.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THESE TERMS MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.  EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE.

  1. ELECTRONIC COMMUNICATIONS.

The communications between you and Company use electronic means, whether you visit the Site, send Company e-mails, or use the Service or whether Company posts notices on the Site or communicates with you via e-mail.  For contractual purposes, you (1) consent to receive communications from Company in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.  Where Company requires that you provide an e-mail address; you are responsible for providing Company with your most current e-mail address.  In the event that the last e-mail address you provided to Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Company’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. We are not responsible for any automatic filtering you or your network or e-mail provider may apply to communications we send to an e-mail address that you provide to us.

  1. CONSUMER NOTICE.

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Service is provided by Vertex Technologies.  If you have a question or complaint regarding the Service, please contact Company’s Customer Service at contact@hellogathr.com; Attention: Customer Service.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.

  1. MODIFICATIONS AND ADDITIONAL TERMS.

(a) Changes to these Terms. Company can change, update, add or remove provisions of these Terms at any time by posting the updated Terms on the Site and by providing a notice on the Service.  We will ask for your express consent to the updated Terms when and where we are legally required to do so.  If you do not agree with any of the updated Terms, you must stop using the Service. Continued use of the Service following notice of any such modifications indicates You acknowledge and agree to be bound by the modifications. Unless otherwise required by law, the updated Terms are effective as of the day of posting.

(b) Changes to the Service. Company may make changes to the Service at any time, without notice to you. If you object to any changes to the Service, your sole recourse will be to cease using the Service. Continued use of the Service following posting of any such changes will indicate your acknowledgement of such changes and satisfaction with the Service as modified. We also reserve the right to discontinue the Service, or any component of it, at any time without notice to you. We will not be liable to you or any third-party should we exercise our right to modify or discontinue the Service.

(c) Additional Terms. In addition, certain features of the Service may be subject to additional terms of use (“Additional Terms”), which shall be provided to you at the moment you choose to use such features or services. By using such features, or any part thereof, you agree to be bound by the Additional Terms applicable to such features. In the event that any of the Additional Terms governing such features conflict with these Terms, the Additional Terms will govern.

  1. GENERAL.

These Terms together with our Privacy Policy, and any Additional Terms that we may make available from time to time through our internet properties, constitute the entire agreement between you and Company regarding your use of our Service and supersede and replace any prior written or oral agreements regarding the foregoing. Our failure to exercise or enforce any right or provision in these Terms shall not operate as a waiver of such right or provision. If any provision of the Terms is found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. Neither the rights nor obligations arising under these Terms are assignable by you. Any such attempted assignment or transfer shall be void and without effect. We may assign these Terms without restriction.

  1. CONTACT US.

If you have any questions about these Terms or otherwise need to contact Company for any reason, you can reach us at contact@hellogathr.com.

© 2021 Product Placement Software Inc dba Gathr. All rights reserved.