Welcome to Gathr Films, LLC ("Gathr"). Gathr is the developer, owner, and operator of http://www.gathr.us and mobile versions thereof (the "Site") a place where you ("you") can organize screenings (collectively "Screenings") of motion pictures and/or other audiovisual works in venues listed on the Site (collectively "Venues"). By visiting or using the Site, including, organizing Screenings, reserving and purchasing tickets to attend the Screenings and providing commentary on the Site, you agree that you have read, understand and agree to be legally bound by the terms and conditions set forth or referenced below ("Terms of Service") and all applicable laws and regulations governing the Site and the rules and regulations of any Venues for the Screenings. These Terms of Service, Gathr's Privacy Policy and Gathr's Purchase Policy are hereby incorporated by reference into these Terms of Service. If you do not agree to these Terms of Service, including as such may be amended by Gathr from time to time, do not use the Site.
II. MODIFICATION OF THE TERMS
Gathr reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms of Service at any time and from time to time, with or without specific notice to you other than through posting such modified Terms on the Site. Please check these Terms of Service periodically for changes. The most current and controlling Terms of Service are posted on the Site. Your continued use of the Site following the posting of any changes to the Terms of Service constitutes your acceptance of such changes. You can review the most current version of these Terms of Service at any time at http://www.gathr.us/XXX. You may receive an additional copy of these Terms of Service by e-mailing us at [email protected] and identifying the subject line of the email as "Terms of Service."
III. GATHR ACCOUNTS AND PASSWORDS
A. While you may browse the Site, in order to reserve and/or purchase tickets to Screenings, you will need to create a Gathr account. You agree to provide to Gathr true, accurate, current and complete data about yourself when registering for a Gathr account and at all other times. If you fail to do any of these things, Gathr will have the right to suspend or terminate your use of the Site and/or terminate your Gathr account. You will generate a password and account upon completing the registration form. You understand and agree that you are solely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all use of your password or account, whether authorized by you or not. You agree to (1) immediately notify Gathr of any unauthorized use of your password or account or any other breach of security; and (2) ensure that you exit from your account each time you use the Site. Gathr may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary, in Gathr's sole discretion, to: (1) comply with legal process; (2) enforce the Terms of Service; (3) respond to a claim that any user violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Gathr, its users and the public.
B. In its sole and absolute discretion, with or without notice to you, Gathr may (1) suspend or terminate your use of the Site; or (2) terminate your account. You may terminate your account for any reason by logging into your Gathr account and deleting your account and discontinuing your use of the Site. Gathr shall not be liable to you or any third party for any claims or damages arising out of any termination of an account or the suspension or termination of the Site.
IV. ELIGIBILITY
By using or attempting to use the Site, you certify that you are a resident of the United States and are at least eighteen (18) years of age or, if under the age of eighteen (18), you have the consent of your parent or guardian (over the age of 18) to use the Site. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and conditions contained in these Terms of Service, please discontinue using the Site immediately.
V. PROHIBITED CONDUCT
You agree that you will not use the Site in any unlawful manner and/or to post or otherwise distribute or facilitate distribution of any material that (1) is libelous, defamatory or slanderous; (2) is false or misleading; (3) contains sexual content (including nudity); (4) does or may denigrate or offend any individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (5) does or may threaten, abuse, harass, or invade the privacy of any third party; (6) infringes the rights of any third party, including, without limitation, copyright, patent, trademark, trade secret, right of publicity, or other proprietary rights; (7) frame or utilize framing techniques to enclose the Site or any part thereof; (8) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (9) create or attempt to create multiple user accounts; (10) contains a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of any third party; (11) impersonates any person or entity, including any employee or representative of Gathr; or (12) violates any applicable law or regulation or these Terms of Service. You agree that you will not collect information about third parties via the Site or use any such information for the purpose of transmitting or facilitating transmission of unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, or any other form of unauthorized solicitation. You agree that you will not engage in the systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory, without Gathr's prior written consent. You agree not to take any actions that may undermine the integrity and accuracy of any reviews of any movie or other entertainment program, service or product that may be presented by the Site.
VI. PRIVACY POLICY
Your privacy is important to Gathr. The Gathr Privacy Policy is incorporated into these Terms of Service by reference. Please read the Gathr Privacy Policy carefully for details relating to the collection, use, and disclosure of information by Gathr.
VII. PERMITTED USE OF THE SITE
Gathr grants you permission to use the Site in the manner set forth in these Terms of Service and a personal, worldwide, revocable, non-assignable and non-exclusive access to the Site, subject to the following: (1) all use of the Site and the Site must be personal, noncommercial or such uses approved by Gathr; (2) you do not copy, publicly display or distribute any part of the Site in any medium without Gathr's prior written authorization or as expressly permitted by the Site; (3) you do not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purposes; (4) you do not engage in any of the prohibited uses described above; and (5) you otherwise fully comply with these Terms of Service.
VIII. PROPRIETARY RIGHTS/COPYRIGHTS
A. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, music, trailers, audio files, videos, footage, photographs, and all other elements of the Site (collectively the "Content") that is provided on the Site by Gathr or by Gathr's licensors which you may have access to when using the Site is or may be protected by United States copyright, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. You acknowledge that Content is the sole responsibility of the person or entity from which such Content originated. You shall not acquire any right, title or interest to any Content and any unauthorized use of such Content is strictly prohibited. You may not alter, lease, rent, sell create or distribute the Content or any derivative works based thereon. You acknowledge and agree that Gathr and/or Gathr's licensors own all right, title and interest in the Site, including without limitation, all rights with respect to copyrights, trademarks, service marks, patents, domain names, site design, the Gathr widget, logos, button icons, images, digital downloads, data compilations, text, and graphics on the Site ("Site IP"). You shall not acquire any right, title or interest in the Site IP.
B. Gathr respects filmmakers and content owners and importantly the intellectual property of others. If notified of allegedly infringing, defamatory, damaging, illegal, or offensive Content, Gathr may, in its sole discretion, investigate the allegation and/or edit, remove or request the removal of such content. Notwithstanding the foregoing, Gathr does not ensure that any such Content will be edited or removed. Gathr may terminate the accounts of users who infringe the intellectual property rights of others.
C. If you believe that any third party materials infringe upon your intellectual property rights please provide Gathr's copyright agent the following information pursuant to the Digital Millennium Copyright Act ("DMCA"): (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Gathr to locate the material; (4) information reasonably sufficient to permit Gathr, to contact you, such as an address, telephone number, and, if available, an email address; (5) 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 (6) a statement, under penalty of perjury, that the information in the notification is accurate that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Any notification by a copyright owner or a person authorized to act on such copyright owner's behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice. Gathr's copyright agent for notice of claims of copyright infringement can be contacted at Gathr Films, LLC, Attention: General Counsel PO Box 46338, Los Angeles, CA 90046.
IX. CONTENT DISCLAIMER
You understand that when using the Site, you will be exposed to Content from a variety of sources, and that Gathr is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Gathr with respect thereto. Gathr does not endorse any Content or any opinion, recommendation or advice expressed by any third party. Under no circumstances will Gathr be liable in any way for or in connection with any third party Content, including, but not limited to, for any inaccuracies, errors or omissions in any third party Content, any intellectual property infringement with regard to any third party Content.
X. THIRD-PARTY WEBSITES
The Site contains links to other third-party Internet websites which are not owned or controlled by Gathr. Gathr is not responsible for the content of such websites, any updates or changes to such sites, or the privacy or other practices of such sites, and the fact that Gathr offers such links does not indicate any approval or endorsement of any material contained on any linked site. Gathr is providing these links to you only as a convenience. By using the Site, you expressly relieve Gathr from any and all liability arising from your use of any third-party web site. When you leave the Site, our terms and policies no longer govern. Accordingly, you should review applicable terms and policies, including the privacy and data gathering practices, of any third party website linked to or from the Site.
XII. TERM AND TERMINATION
These Terms of Service shall remain in full force and effect between you and Gathr for so long as you use the Site. If you are dissatisfied with the Site provided by Gathr, please let us know by emailing us at [email protected]. Your input is important to us. Your only other remedy with respect to any dissatisfaction with (1) the Site; (2) any term of these Terms of Service; (3) any policy or practice of Gathr in operating the Site; or (4) any content or information transmitted through the Site, is to terminate these Terms of Service. You agree that Gathr, in its sole discretion and for any or no reason, may terminate your use of the Site or your account (or any part thereof) or your use of the Site, and remove and discard all or any part of your account or any user content, at any time, with or without notice. Gathr may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have or portion thereof may be effected without prior notice, and you agree that Gathr shall not be liable to you or any third-party for any such termination. Gathr does not permit infringing activities in or on the Site, and reserves the right to terminate access to the Site, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Gathr may have at law or in equity.
XIII. DISCLAIMERS; NO WARRANTIES
A. No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GATHR, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GATHR OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION, THE TERM GATHR INCLUDES GATHR'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES, SUBCONTRACTORS, DESIGNEES AND ASSIGNS.
B. "As is" and "As available." YOU EXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, ANY USER CONTENT, AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SITE OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE," BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
C. Site Operation and Content. GATHR, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE SITE, CONTENT, SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY THIRD PARTY WEBSITES SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
D. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL GATHR OR ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, DIRECTORS, EMPLOYEES, AGENTS, DESIGNEES, ASSIGNS OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE, THE SITE, OR CONTENT ON THE SITE, OR ANY OTHER INTERACTIONS WITH THE SITE, EVEN IF GATHR OR A GATHR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, GATHR'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
E. Limitation of Damages. IN NO EVENT SHALL GATHR OR ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, DESIGNEES, ASSIGNS OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) THAT EXCEED THE GREATER OF THE AMOUNTS PAID TO GATHR IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABLITY.
SOME JURISDUCTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.
XIV. RELEASE AND INDEMNIFICATION
Without limiting the above, you agree to release, indemnify, and hold harmless Gathr and its parent, subsidiaries, affiliates, sublicensees, licensors, vendors, suppliers, partners, designees, and assigns and each of their respective employees, officers, directors, and suppliers (collectively, "Releasees") from any and all claims, actions, damages, liabilities, losses, costs, and expenses of any kind (including, without limitation, attorneys' fees), arising out of, resulting from, or by reason of, your (1) use or misuse of the Site; (2) any content made available through the Site, and (3) your violation of the Terms of Service. If you are obligated to indemnify Gathr, Gathr may, in its sole and absolute discretion, control the defense and disposition (including its possible settlement) of any claim for which you are obligated to indemnify Gather at your sole cost and expense. You will not settle, compromise or in any other manner dispose of any claim without the written consent of Gathr.
XV. SEVERABILITY
If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
XVI. ASSIGNMENT
The Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gathr without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
XVII. GOVERNING LAW
You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the internal laws of the State of California, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and you hereby submit to exclusive jurisdiction in the federal and state courts of California. You agree to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
XVIII. MISCELLANEOUS
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Gathr's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, along with any other terms and conditions regulating use of the Site, sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement and any ancillary terms and conditions will survive termination or expiration to the extent necessary to carry out the intentions of the parties.
GATHR TERMS OF SERVICE
I. ACCEPTANCE OF TERMS
Welcome to Gathr Films, LLC ("Gathr"). Gathr is the developer, owner, and operator of http://www.gathr.us and mobile versions thereof (the "Site") a place where you ("you") can organize screenings (collectively "Screenings") of motion pictures and/or other audiovisual works in venues listed on the Site (collectively "Venues"). By visiting or using the Site, including, organizing Screenings, reserving and purchasing tickets to attend the Screenings and providing commentary on the Site, you agree that you have read, understand and agree to be legally bound by the terms and conditions set forth or referenced below ("Terms of Service") and all applicable laws and regulations governing the Site and the rules and regulations of any Venues for the Screenings. These Terms of Service, Gathr's Privacy Policy and Gathr's Purchase Policy are hereby incorporated by reference into these Terms of Service. If you do not agree to these Terms of Service, including as such may be amended by Gathr from time to time, do not use the Site.
II. MODIFICATION OF THE TERMS
Gathr reserves the right, in its sole discretion, to change, modify, add, or remove portions of these Terms of Service at any time and from time to time, with or without specific notice to you other than through posting such modified Terms on the Site. Please check these Terms of Service periodically for changes. The most current and controlling Terms of Service are posted on the Site. Your continued use of the Site following the posting of any changes to the Terms of Service constitutes your acceptance of such changes. You can review the most current version of these Terms of Service at any time at http://www.gathr.us/XXX. You may receive an additional copy of these Terms of Service by e-mailing us at [email protected] and identifying the subject line of the email as "Terms of Service."
III. GATHR ACCOUNTS AND PASSWORDS
A. While you may browse the Site, in order to reserve and/or purchase tickets to Screenings, you will need to create a Gathr account. You agree to provide to Gathr true, accurate, current and complete data about yourself when registering for a Gathr account and at all other times. If you fail to do any of these things, Gathr will have the right to suspend or terminate your use of the Site and/or terminate your Gathr account. You will generate a password and account upon completing the registration form. You understand and agree that you are solely responsible for maintaining the confidentiality of your password and account, and you are solely responsible for all use of your password or account, whether authorized by you or not. You agree to (1) immediately notify Gathr of any unauthorized use of your password or account or any other breach of security; and (2) ensure that you exit from your account each time you use the Site. Gathr may access, preserve and disclose your account information if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary, in Gathr's sole discretion, to: (1) comply with legal process; (2) enforce the Terms of Service; (3) respond to a claim that any user violates the rights of third parties; (4) respond to your requests for customer service; or (5) protect the rights, property or personal safety of Gathr, its users and the public.
B. In its sole and absolute discretion, with or without notice to you, Gathr may (1) suspend or terminate your use of the Site; or (2) terminate your account. You may terminate your account for any reason by logging into your Gathr account and deleting your account and discontinuing your use of the Site. Gathr shall not be liable to you or any third party for any claims or damages arising out of any termination of an account or the suspension or termination of the Site.
IV. ELIGIBILITY
By using or attempting to use the Site, you certify that you are a resident of the United States and are at least eighteen (18) years of age or, if under the age of eighteen (18), you have the consent of your parent or guardian (over the age of 18) to use the Site. If you do not meet these requirements or, if for any reason, you do not agree with all of the terms and conditions contained in these Terms of Service, please discontinue using the Site immediately.
V. PROHIBITED CONDUCT
You agree that you will not use the Site in any unlawful manner and/or to post or otherwise distribute or facilitate distribution of any material that (1) is libelous, defamatory or slanderous; (2) is false or misleading; (3) contains sexual content (including nudity); (4) does or may denigrate or offend any individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (5) does or may threaten, abuse, harass, or invade the privacy of any third party; (6) infringes the rights of any third party, including, without limitation, copyright, patent, trademark, trade secret, right of publicity, or other proprietary rights; (7) frame or utilize framing techniques to enclose the Site or any part thereof; (8) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spam"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (9) create or attempt to create multiple user accounts; (10) contains a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment, or to damage or obtain unauthorized access to any data or other information of any third party; (11) impersonates any person or entity, including any employee or representative of Gathr; or (12) violates any applicable law or regulation or these Terms of Service. You agree that you will not collect information about third parties via the Site or use any such information for the purpose of transmitting or facilitating transmission of unauthorized or unsolicited advertising, junk or bulk e-mail, chain letters, or any other form of unauthorized solicitation. You agree that you will not engage in the systematic retrieval of data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory, without Gathr's prior written consent. You agree not to take any actions that may undermine the integrity and accuracy of any reviews of any movie or other entertainment program, service or product that may be presented by the Site.
VI. PRIVACY POLICY
Your privacy is important to Gathr. The Gathr Privacy Policy is incorporated into these Terms of Service by reference. Please read the Gathr Privacy Policy carefully for details relating to the collection, use, and disclosure of information by Gathr.
VII. PERMITTED USE OF THE SITE
Gathr grants you permission to use the Site in the manner set forth in these Terms of Service and a personal, worldwide, revocable, non-assignable and non-exclusive access to the Site, subject to the following: (1) all use of the Site and the Site must be personal, noncommercial or such uses approved by Gathr; (2) you do not copy, publicly display or distribute any part of the Site in any medium without Gathr's prior written authorization or as expressly permitted by the Site; (3) you do not alter or modify any part of the Site other than as may be reasonably necessary to use the Site for its intended purposes; (4) you do not engage in any of the prohibited uses described above; and (5) you otherwise fully comply with these Terms of Service.
VIII. PROPRIETARY RIGHTS/COPYRIGHTS
A. The content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, music, trailers, audio files, videos, footage, photographs, and all other elements of the Site (collectively the "Content") that is provided on the Site by Gathr or by Gathr's licensors which you may have access to when using the Site is or may be protected by United States copyright, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. You acknowledge that Content is the sole responsibility of the person or entity from which such Content originated. You shall not acquire any right, title or interest to any Content and any unauthorized use of such Content is strictly prohibited. You may not alter, lease, rent, sell create or distribute the Content or any derivative works based thereon. You acknowledge and agree that Gathr and/or Gathr's licensors own all right, title and interest in the Site, including without limitation, all rights with respect to copyrights, trademarks, service marks, patents, domain names, site design, the Gathr widget, logos, button icons, images, digital downloads, data compilations, text, and graphics on the Site ("Site IP"). You shall not acquire any right, title or interest in the Site IP.
B. Gathr respects filmmakers and content owners and importantly the intellectual property of others. If notified of allegedly infringing, defamatory, damaging, illegal, or offensive Content, Gathr may, in its sole discretion, investigate the allegation and/or edit, remove or request the removal of such content. Notwithstanding the foregoing, Gathr does not ensure that any such Content will be edited or removed. Gathr may terminate the accounts of users who infringe the intellectual property rights of others.
C. If you believe that any third party materials infringe upon your intellectual property rights please provide Gathr's copyright agent the following information pursuant to the Digital Millennium Copyright Act ("DMCA"): (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (3) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Gathr to locate the material; (4) information reasonably sufficient to permit Gathr, to contact you, such as an address, telephone number, and, if available, an email address; (5) 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 (6) a statement, under penalty of perjury, that the information in the notification is accurate that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Any notification by a copyright owner or a person authorized to act on such copyright owner's behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice. Gathr's copyright agent for notice of claims of copyright infringement can be contacted at Gathr Films, LLC, Attention: General Counsel PO Box 46338, Los Angeles, CA 90046.
IX. CONTENT DISCLAIMER
You understand that when using the Site, you will be exposed to Content from a variety of sources, and that Gathr is not responsible for the accuracy, integrity, quality, legality, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Gathr with respect thereto. Gathr does not endorse any Content or any opinion, recommendation or advice expressed by any third party. Under no circumstances will Gathr be liable in any way for or in connection with any third party Content, including, but not limited to, for any inaccuracies, errors or omissions in any third party Content, any intellectual property infringement with regard to any third party Content.
X. THIRD-PARTY WEBSITES
The Site contains links to other third-party Internet websites which are not owned or controlled by Gathr. Gathr is not responsible for the content of such websites, any updates or changes to such sites, or the privacy or other practices of such sites, and the fact that Gathr offers such links does not indicate any approval or endorsement of any material contained on any linked site. Gathr is providing these links to you only as a convenience. By using the Site, you expressly relieve Gathr from any and all liability arising from your use of any third-party web site. When you leave the Site, our terms and policies no longer govern. Accordingly, you should review applicable terms and policies, including the privacy and data gathering practices, of any third party website linked to or from the Site.
XII. TERM AND TERMINATION
These Terms of Service shall remain in full force and effect between you and Gathr for so long as you use the Site. If you are dissatisfied with the Site provided by Gathr, please let us know by emailing us at [email protected]. Your input is important to us. Your only other remedy with respect to any dissatisfaction with (1) the Site; (2) any term of these Terms of Service; (3) any policy or practice of Gathr in operating the Site; or (4) any content or information transmitted through the Site, is to terminate these Terms of Service. You agree that Gathr, in its sole discretion and for any or no reason, may terminate your use of the Site or your account (or any part thereof) or your use of the Site, and remove and discard all or any part of your account or any user content, at any time, with or without notice. Gathr may also in its sole discretion and at any time discontinue providing access to the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site or any account you may have or portion thereof may be effected without prior notice, and you agree that Gathr shall not be liable to you or any third-party for any such termination. Gathr does not permit infringing activities in or on the Site, and reserves the right to terminate access to the Site, and remove all content submitted, by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Gathr may have at law or in equity.
XIII. DISCLAIMERS; NO WARRANTIES
A. No Warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GATHR, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GATHR OR THROUGH THE SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION, THE TERM GATHR INCLUDES GATHR'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, SUPPLIERS, LICENSORS, AFFILIATES, SUBCONTRACTORS, DESIGNEES AND ASSIGNS.
B. "As is" and "As available." YOU EXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE, ANY USER CONTENT, AND ANY THIRD-PARTY MEDIA, CONTENT, SOFTWARE, SITE OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE," BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
C. Site Operation and Content. GATHR, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE SITE, CONTENT, SITE, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SITE OR ANY THIRD PARTY WEBSITES SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
D. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL GATHR OR ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, DIRECTORS, EMPLOYEES, AGENTS, DESIGNEES, ASSIGNS OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE, THE SITE, OR CONTENT ON THE SITE, OR ANY OTHER INTERACTIONS WITH THE SITE, EVEN IF GATHR OR A GATHR AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, GATHR'S LIABILITY WILL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
E. Limitation of Damages. IN NO EVENT SHALL GATHR OR ITS AFFILIATES, CONTRACTORS, SUBCONTRACTORS, EMPLOYEES, AGENTS, DESIGNEES, ASSIGNS OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) THAT EXCEED THE GREATER OF THE AMOUNTS PAID TO GATHR IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABLITY.
SOME JURISDUCTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.
XIV. RELEASE AND INDEMNIFICATION
Without limiting the above, you agree to release, indemnify, and hold harmless Gathr and its parent, subsidiaries, affiliates, sublicensees, licensors, vendors, suppliers, partners, designees, and assigns and each of their respective employees, officers, directors, and suppliers (collectively, "Releasees") from any and all claims, actions, damages, liabilities, losses, costs, and expenses of any kind (including, without limitation, attorneys' fees), arising out of, resulting from, or by reason of, your (1) use or misuse of the Site; (2) any content made available through the Site, and (3) your violation of the Terms of Service. If you are obligated to indemnify Gathr, Gathr may, in its sole and absolute discretion, control the defense and disposition (including its possible settlement) of any claim for which you are obligated to indemnify Gather at your sole cost and expense. You will not settle, compromise or in any other manner dispose of any claim without the written consent of Gathr.
XV. SEVERABILITY
If any provision of these Terms of Service shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.
XVI. ASSIGNMENT
The Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gathr without restriction. Any assignment attempted to be made in violation of these Terms shall be void.
XVII. GOVERNING LAW
You acknowledge and agree that this Agreement shall be governed by and construed in accordance with the internal laws of the State of California, excluding conflict of laws provisions thereof that would indicate the application of the laws of any other jurisdiction and you hereby submit to exclusive jurisdiction in the federal and state courts of California. You agree to receive service of process through certified mail or by other means sanctioned by law, and you expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum.
XVIII. MISCELLANEOUS
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Gathr's failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement, along with any other terms and conditions regulating use of the Site, sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The provisions of this Agreement and any ancillary terms and conditions will survive termination or expiration to the extent necessary to carry out the intentions of the parties.