COMPANY USER – ADDITIONAL TERMS

GIRLGAZE NETWORK

COMPANY USER – ADDITIONAL TERMS

Last Revised and Published June 5, 2020.
Effective as of June 5, 2020.
These Girlgaze Network Company User – Additional Terms replaces and supersedes all prior versions.

THESE GIRLGAZE NETWORK COMPANY USER – ADDITIONAL TERMS GOVERN YOUR (“CUSTOMER,” “YOU,” OR “YOUR”) ACCESS TO AND USE OF GIRLGAZE’S PROPRIETARY SOFTWARE-AS-A-SERVICE PLATFORM (AND RELATED MATERIALS AND DOCUMENTATION) KNOWN AS THE GIRLGAZE NETWORK, WHICH IS MADE AVAILABLE BY GIRLGAZE, INC. (“GIRLGAZE”, “PROVIDER,” “WE,” OR “US”) SOLELY ON A LICENSE BASIS THROUGH THE PURCHASE OF A SUBSCRIPTION, AND ACCESSIBLE TO AUTHORIZED USERS VIA WWW.GIRLGAZE.COM (COLLECTIVELY, THE “SERVICE”), AS A COMPANY USER OF THE SERVICE.

THESE ADDITIONAL TERMS ARE INCORPORATED BY REFERENCE INTO GIRLGAZE’S TERMS OF USE LOCATED HTTPS://GIRLGAZE.COM/TERMS-AND-CONDITIONS (“TERMS OF USE”) (THESE ADDITIONAL TERMS TOGETHER WITH THE TERMS OF USE ARE COLLECTIVELY REFERRED TO HEREIN AS THE “AGREEMENT”).  BY SIGNING UP FOR THE SERVICE, EXECUTING AN ORDER FORM AND/OR INVOICE, AND/OR OTHERWISE ACCESSING OR USING THE SERVICE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT, AS WELL AS OUR PRIVACY POLICY LOCATED AT HTTPS://GIRLGAZE.COM/PRIVACY-POLICY (“PRIVACY POLICY”) AND ALL OTHER ADDITIONAL TERMS, POLICIES AND/OR GUIDELINES MADE AVAILABLE ON WWW.GIRLGAZE.COM, THROUGH THE SERVICE, AND/OR OTHERWISE PROVIDED BY US (ALL OF WHICH ARE HEREBY INCORPORATED HEREIN), AND EXPRESSLY REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND AGREE TO ALL OF THE FOREGOING, AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THE PRIVACY POLICY, AND/OR ANY OTHER POLICY REFERRED TO HEREIN, YOU MAY NOT ACCESS OR USE THE SERVICE.

1. Access and Use.

(a) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other/the terms and conditions of this Agreement, Provider hereby grants you a fully revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. For purposes of this Agreement, “Authorized Users” means Customer and Customer’s employees (i) who are authorized by Customer to access and use the Service under the rights granted to Customer pursuant to this Agreement (ii) for whom access to the Service has been purchased hereunder, and (iii) the names of which have been provided to Provider in writing. Unless otherwise set forth in the applicable order form and/or invoice, the number of Authorized Users will generally be determined based on your selected subscription tier when acquiring access to the Service and are limited to such number.  You expressly acknowledge and agree that only one individual (who is identified in writing provided to Girlgaze) may authenticate to one Authorized User account under your company account.  You are responsible for ensuring compliance with this usage restriction, and that access to Authorized Users’ account information are not shared with multiple individuals. As part of the registration process, Provider shall provide you the necessary passwords and access credentials to allow Authorized Users to access the Service via Customer’s company account.  You acknowledge and agree that Provider reserves the right to refuse registration of, or cancel passwords it deems inappropriate.  Any changes to the Authorized Users on your account must be requested in writing to Girlgaze by emailing support@girlgaze.com provided that the permitted number of Authorized Users under your account is not exceeded.

(b) Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a fully revocable, non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use any of the Provider’s user manuals, handbooks, and guides relating to the Service provided by Provider to Customer either electronically and/or in hard copy form, and/or other end user documentation relating to the Service available at girlgaze.com (collectively, “Documentation”) during the Term solely for your internal business purposes in connection with use of the Service. Notwithstanding the foregoing, Customer shall not download, print and/or otherwise reproduce physical copies of any of any Documentation.

(c) Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Service, any software component of the Service, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Service, any software component of the Service, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Service, in whole or in part; (iv) remove any proprietary notices from the Service or Documentation; or (v) use the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. Without limiting the generality of the foregoing and/or anything set forth herein to the contrary, you acknowledge and agrees that as part of the Service you, and your Authorized Users, will be able to view the portfolios of creative professionals who are registered, approved creative members of the Girlgaze creative community solely for purposes of evaluating the creative professional’s potential candidacy for a job opportunity. You shall not, and shall not permit your Authorized Users to, otherwise use the content of any creative professional’s portfolio for any other purpose whatsoever.

(d) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Service and collect and compile data and information related to Customer’s use of the Service to be used by Provider in an aggregated and anonymized manner, including, without limitation, to compile statistical and performance information related to the provision and operation of the Service (“Aggregated Statistics”). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You acknowledge that Provider may compile Aggregated Statistics based on Customer Data (as such term is defined below) input into the Service. You agree that Provider may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law.

(e) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP (as defined below).

(f) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Service if: (i) Provider reasonably determines that (A) there is a threat or attack on any of the Provider IP; (B) Customer’s or any other Authorized User’s use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of Provider; (C) Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities and/or in violations of this Agreement, the Terms of Use, Privacy Policy, and/or other applicable terms; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Provider’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access the Service; or (iii) as otherwise permitted hereunder (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Service following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

2. Customer Responsibilities.

(a) Equipment. Customer shall be solely responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”).  Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

(b) Policies and Acceptable Use. The Service may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described herein (including, without limitation, the Terms of Use). You shall comply with all terms and conditions of this Agreement, all Documentation, all applicable laws, rules, and regulations, the Terms of Use, Privacy Policy and Copyright Policy and/or any and all other guidelines, standards, policies and requirements that may be posted on www.girlgaze.com from time to time. Additional Terms may apply to specific features or functionality of the Service, and such terms will be presented in conjunction with same. To the extent that there is any conflict between different agreements that you have with Provider, this Agreement and any feature-specific Additional Terms govern with respect to the use of the Service.  Although Provider has no obligation to monitor Customer’s use of the Service, Provider may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.

(c) Account Use. You are responsible and liable for all uses of the Service and Documentation and other Provider IP resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Service and shall cause Authorized Users to comply with such provisions. You acknowledge and agree that Authorized Users will have authority to make changes to certain information and features of Customer’s account on the Service. This includes, without limitation, being able to make changes to Customer’s profile information and job postings.  You, not Provider, are solely responsible for these changes, and Provider has no ability to control this.

(d) Customer Data. You hereby grant to Provider a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display any information, data, materials, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Service (collectively, “Customer Data”) and perform all acts with respect to the Customer Data as may be necessary for Provider to provide the Service to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics. You will ensure that Customer Data and any Authorized User’s use of Customer Data will not violate any policy or terms referenced in or incorporated into this Agreement (including, without limitation, the Terms of Use and Privacy Policy) or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Customer Data. Without limiting the generality of the foregoing and/or anything set forth herein to the contrary, you acknowledge and agree that any and all Customer Data posted to you profile on the Service (including, without limitation, any and all company information and/or job postings, etc.) will be publicly available.  We may also use any of your posted Customer Data in order to promote the Service including, without limitation, listing you as a customer of the Service. Customer Data excludes Aggregated Statistics.

(e) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Service confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

(f) Third-Party Products. The Services may permit access to products, content, services, information, websites, and/or other materials that are owned by third parties and are incorporated into or accessible through the Service (including, without limitation, any third party social media sites/services, third-party payment processor that may collect payments from Customer, etc.) (collectively, “Third-Party Products”). For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Service by website link or otherwise, and Provider shall have no liability for and/or in connection with any such Third-Party Product. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. Notwithstanding the foregoing, you acknowledge and agree that in order to access the Service, your purchase and subscription will be processed through a third-party payment processor.  To the extent that you refuse to use such third-party payment processor, you may not be able to access the Service.

(g) Job Postings; Engagement.

(i) As part of the Service, you and your Authorized Users may be able to post job opportunities, as well as feature jobs, which will secure upgraded placement of the job posting on certain Service pages. The number of job postings and feature job upgrades available to you and/or your Authorized Users is dependent on the Service subscription tier that you have purchased, although you may be purchase additional job posts and feature job upgrades a-la-carte for an additional fee. Provider will otherwise determine the size, placement and positioning of your job postings, and will serve your job posting as inventory becomes available.  You acknowledge and agree that you are responsible for (A) all postings and content therefor submitted by or on your behalf through the Service or otherwise to Provider, including but not limited to the job descriptions, creative materials, trademarks, images, URLs and pixels that comprise the job postings or content therefor; and (B) all content and property to which job postings may direct viewers, as well as redirects (all of the foregoing shall be collectively deemed Customer Data for purposes hereof).

(ii) Each job posting must be for one job opportunity; it is not permitted for a job posting to solicit applications for more than one position. Additionally, each job posting must be for a paying opportunity unless it is a bona fide internship position, in which case it must clearly state this in the job posting.  For example, you are not permitted to use job postings to solicit or crowd source creative submissions with the intention of not paying the creative professional, and you cannot create a generic job posting to just source dozens of applications.  Additionally, you may not post jobs that point to specific work contests or otherwise solicit unpaid creative work from creative professionals.  We may at any time modify or terminate your use of the Services, including, without limitation, removing one or more of your job postings (all in our sole and absolute discretion.  You are not entitled to any refund at any time for any reason.

(iii) Customer expressly acknowledges and understands that any and all engagements between Customer and any creative professional (whether contacted, communicated with and/or otherwise discovered as a result of the use of the Service and/or otherwise) is between Customer and such third party creative professional directly and does not involve Provider in any way. Provider merely makes the Service available to enable Customers (including you) and third party creative professionals to find and transact directly with each other. Provider does not introduce Customers to creative professionals, find projects for creative professionals, and/or find creative professionals for Customers. If Customer decides to enter into an engagement with a creative professional, such engagement is directly between Customer and such third party creative professional and Provider is not a party to any such engagement. Provider is not a party to any relationship or any dealings between Customer and any creative professional. Customer further acknowledges, agrees, and understands that Customer is solely responsible for assessing whether to enter into an engagement with any creative professionals and for verifying any information about any creative professional. Provider does not make any representations about or guarantee the truth or accuracy of any User Contributions (as defined in the Terms of Use) made available via the Service (including, without limitation, any User Contributions made available by creative professionals via their portfolios, etc.), and does not vet or otherwise perform background checks on any user (including, without limitation, any creative professional). You acknowledge, agree, and understand that Provider does not, in any way, supervise, direct, control, or evaluate creative professionals and/or their work and is not responsible for any engagement between you and any creative professional and/or otherwise. Provider makes no representations about and does not guarantee, and you agree not to hold Provider responsible for, the quality, safety, or legality of any creative professional’s services; the qualifications, background, or identities of creative professionals; the ability of creative professionals to deliver services and/or work; User Contributions and statements or posts made by creative professionals; the ability or willingness of a creative professional to actually complete a transaction; and/or any acts or omissions of creative professionals.  You also acknowledge, agree, and understand that creative professionals are solely responsible for determining, and have the sole right to determine, which engagements and/or jobs to apply for and accept, the communications they reply to and/or any other details related to their services (if any).

3. Availability and Support. Subject to the terms and conditions of this Agreement, Provider shall use commercially reasonable efforts to make the Services  Subject to the terms hereof, Provider shall provide with commercially reasonable technical support services in accordance with Provider’s then current standard practices. For technical support inquires, you can contact our technical support team at support@girlgaze.com.

4. Fees and Payment.

(a) Customer shall pay Provider the fees as described in the applicable invoice and/or order form for the Service (whether issued to you electronically and/or by us directly) (“Fees”). Payment of such Fees will be due and payable immediately upon receipt.  Customer acknowledges and agrees that, notwithstanding anything set forth herein to the contrary, no access to the Service will be provided to Customer until such time that the applicable payment is received by Provider.  Customer shall make all payments hereunder in US dollars. All amounts paid are non-refundable.  We have the sole and absolute right to amend our pricing and fees in connection with the Service at any time in our discretion.

(b) Unless otherwise set forth in the applicable invoice and/or order form, Customer acknowledges and agrees that the Service is made available generally on a subscription basis (with the exception of a-la-carte purchases of additional job posts and feature job upgrades and/or other features we may make available from time to time to you). The Initial Service Term of your subscription begins as soon as your initial payment is processed and will continue for either a month or a year (depending on whether you selected either a monthly subscription or annual subscription as set forth in your applicable invoice and/or order form and/or in your account selections), and shall be automatically renewed for additional periods of the same duration as the Initial Service Term without notice to you until you cancel in accordance with the terms of Section 11 below. Notwithstanding the foregoing, to the extent you select monthly billing, you must commit to at least a 3-month Term and may not cancel your subscription prior.  You will be billed in advance on a recurring and periodic basis.  Billing cycles are set on a regular basis, monthly or yearly (depending on your subscription selections), as set forth in the applicable invoice, order form and/or pricing materials in accordance with your selection. All annual subscriptions are paid for in one lump sum upfront.  At the end of the applicable billing cycle, the term of your subscription will automatically renew under the same conditions unless you provide written notice of non-renewal in accordance with Section 11 below.

(c) Customer may be required to provide a valid payment method to Provider’s applicable third-party payment processor (e.g., Stripe, Inc.), in order to process payment (to the extent paying by credit card), as well as accurate and complete billing information, which may include full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorize us to charge all applicable Fees incurred through your account to any such payment instruments. You acknowledge and agree that we have no liability for and are not responsible for the third-party payment processor. Any such third-party payment processor is deemed a Third-Party Product for purposes of this Agreement.

(d) If Customer’s primary method of payment fails and/or Customer fails to make any payment when due, without limiting Provider’s other rights and remedies, Provider may immediately suspend, in accordance with Section 1(f), Customer’s and all other Authorized Users’ access to any portion or all of the Service until such amounts are paid in full. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Provider’s income.

5. Confidential Information. During the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6. Privacy Policy. Provider complies with its Privacy Policy located at https://girlgaze.com/privacy-policy, in providing the Service. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Service, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

7. Intellectual Property Ownership; Feedback. As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Service, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing (collectively, “Provider IP”) and (b) you own all right, title, and interest, including all intellectual property rights, in and to Customer Data. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider’s monitoring of Customer’s access to or use of the the Service, but does not include Customer Data. If you or any of your Authorized Users and/or other employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Service and/or otherwise in connection with our products, services and/or business, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users and/or other employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

8. Limited Warranty and Warranty Disclaimer.

(a) Limited Warranty. You warrant that you own all right, title, and interest, including all intellectual property rights, in and to Customer Data and that both the Customer Data and your use (and your Authorized Users’ use) of the Service shall be in compliance with all applicable laws, rules, and regulations, the terms of this Agreement, our Privacy Policy and all guidelines, standards, policies and requirements that may be posted on www.girlgaze.com and/or otherwise provided through the Service from time to time.

(b) DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE, DOCUMENTATION AND/OR ANY OTHER PRODUCTS AND SERVICES AND/OR OTHER PROVIDER IP PROVIDED TO CUSTOMER ARE PROVIDED “AS IS” AND PROVIDER SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. PROVIDER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND THAT THE SERVICE, DOCUMENTATION AND/OR ANY SERVICES OR PRODUCTS AND/OR OTHER PROVIDER IP AND/OR RESULTS OF THE USE OF ANY OF THE FOREGOING, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. FURTHER, PROVIDER MAKES NO REPRESENTATION, WARRANTY AND/OR GUARANTEE RELATED TO THE SERVICES OF ANY CREATIVE PROFESSIONAL AND/OR ANY OTHER USER OF THER SERVICE WHATSOEVER.

9. Indemnification. Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines costs, or expenses of whatever kind (including attorney’s fees) (collectively, “Losses”) arising from or relating to any claim (i) that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property and/or other rights; (ii) arising from and/or otherwise related to any engagement and/or other dealings between Customer and/or any creative professional (or other third party) (including, without limitation, Customer’s failure to pay any such creative professional and/or other breach or alleged breach by Customer of the terms of any such engagement); and/or (iii) otherwise arising from and/or related to Customer’s breach or alleged breach of this Agreement; provided that Customer may not settle any claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

10. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (E) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE THIRTY (30) DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $5,000, WHICHEVER IS LESS.

11. Term and Termination. Subject to earlier termination as provided below, unless otherwise set forth in the applicable invoice and/or order form, this Agreement is for the Initial Service Term as which begins on the date of the as soon as your initial payment is processed and will continue for either a month or a year (depending on whether you selected either a monthly subscription or annual subscription as set forth in the applicable invoice and/or order form), and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination in writing at least thirty (30) days prior to the end of the then-current term. Notwithstanding the foregoing, to the extent that you selected a monthly subscription, you expressly commit to at least a 3-month Term, and may not terminate prior.  In addition to any other remedies it may have, Provider may also terminate this Agreement for any reason upon thirty (30) days’ notice to Customer (or without notice in the case of nonpayment).  Upon termination of this Agreement, Customer shall immediately discontinue use of the Provider IP. Customer will immediately pay in full for the Services up to and including the last day on which the Services are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. No expiration or termination of this Agreement will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination, or entitle Customer to any refund.

12. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement at any time, and that modified terms become effective on posting. You will be notified of modifications through notifications or posts on www.girlgaze.com. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms. Provider will provide at least 30 days’ advance notice of changes to any service level that Provider reasonably anticipates may result in a material reduction in quality or services.

13. Export Regulation. The Service utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Service or the software or technology included in the Service to, or make the Service or the software or technology included in the Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Service or the software or technology included in the Services available outside the US.

14. US Government Rights. Each of the software components that constitute the Service and the Documentation is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Service and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

15. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted in the federal courts of the United States or the courts of the State of California in each case located in the city of Los Angeles and County of Los Angeles, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

16. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Customer expressly acknowledges and agrees that this Agreement prevails over any of Customer’s general terms and conditions of purchase and/or any other agreement or terms that may have been submitted by Customer, and Provider’s provision of the Service does not constitute Providers acceptance of any such terms and does not serve to modify and/or amend this Agreement. Any notices to us must be sent to our main office address as follows: Girlgaze, Inc., Attn: Legal, 8605 Santa Monica Blvd, PMB 94678, West Hollywood, CA 90069 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. A copy of any such notice must be simultaneously sent via email to legal@girlgaze.com.  Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

 

Copyright © 2020 Girlgaze, Inc.

 

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