These Terms of Service are effective on December 7, 2016.
This agreement (hereinafter, the “Agreement”) is in electronic form and constitutes an agreement between Gate Three Inc. (“Gate Three” or “we”) an Ontario corporation and “you” (as defined below and also referred to herein as “ your”) with respect to your access to the mobile app and/or use of the services and software of Gate Three (the “Services ”).
Your access and/or use of the Services shall legally bind you to this Agreement.
Please carefully read this Agreement. If you accept the terms of this Agreement please click “I ACCEPT”, register for an account and download the mobile app. By doing so, you acknowledge that you have read, understood and agree to be bound by this Agreement.
You” or “your” shall refer to (i) the individual or entity registered for the Services, and (ii) any person or entity, including but not limited to your employees and independent contractors, authorized by you to use the Services.
You must be at least eighteen (18) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; (ii) that you have not previously been suspended or removed from the Service; and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization.
Access to the Service, or to certain features of the Service, may require you to pay fees. Before you are required to pay any fees, you will have an opportunity to review and accept the applicable fees that you will be charged. Gate Three will charge the payment method you specify at the time of purchase. You authorize Gate Three to charge all sums described herein to such payment method. If you pay any applicable fees with a credit card, Gate Three may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. All fees are non- refundable.
Certain features of the Service may permit users to submit and publish on or through the Service a variety of content (“User Content”). As between you and Gate Three, you retain ownership of all copyright and any other proprietary rights in the User Content that you post to the Service, and you do not transfer ownership of any intellectual property rights in your User Content to Gate Three.
By submitting User Content, you grant Gate Three a worldwide, non-exclusive, royalty-free, transferable right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify, and distribute your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed). Any such use of your User Content may be without any compensation paid to you.
You are solely responsible for your User Content and the consequences of posting or publishing User Content. By submitting, posting, publishing, or sharing User Content, you affirm, represent, warrant, and covenant that:
You are solely responsible for maintaining backups of your User Content outside the Service, and Gate Three will have no liability whatsoever to you arising out of or in connection with any loss, compromise, or corruption of any data you may submit, receive, transmit, or store through the Service.
Once you terminate your account, you will no longer have access to retrieve or obtain any of your User Content.
BY USING THE SERVICE YOU AGREE NOT TO:
If you violate any provision of this Agreement, Gate Three may terminate this Agreement automatically. Additionally, Gate Three in its sole discretion may terminate your user account on the Service or suspend or terminate your access to the Service at any time and for any reason, with or without notice.
Gate Three also reserves the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
The Service is owned and operated by Gate Three. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (the “Proprietary Information”) provided by Gate Three are protected by all relevant intellectual property and proprietary rights and applicable laws. Except as expressly authorized by Gate Three, you may not make use of the Proprietary Information.
Gate Three's trademarks, service marks and trade dress may not be used in connection with any product or service that is not provided by Gate Three.
In order to provide you with the Services, Gate Three may collect or compile the following information:
Please be advised that from time to time we may use your address, including your email address, to send you notices or offers about our services. We do not sell, trade or rent any of your information detailed above to anyone not affiliated with us and we do not partner or enter into business relationships with ad server companies.
You shall and do hereby indemnify, defend and hold harmless Gate Three its affiliated companies, shareholders, employees, agents and representatives from and against any third party lawsuit, claim or demand, and the losses, costs, damages and expenses (including reasonable legal fees, court costs and legal expenses) resulting therefrom, which lawsuits, claims or demands arise out of or relate to (i) any breach or alleged breach by you of the representations, warranties or obligations made by you in this Agreement; (ii) the loss, corruption or disclosure of User Content or data; and (iii) your use, inability to use or non-use of the Services.
GATE THREE PROVIDES THE SERVICES "AS IS" TO END USER. GATE THREE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, INTEGRITY OF DATA, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. GATE THREE DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF END USER’S REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFICIENCIES IN THE SERVICES WILL BE CORRECTED. GATE TTHREE MAKES NO WARRANTY AS TO THE USE OR THE RESULTS OF USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE GATE THREE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS.
YOU ASSUME ALL RISK FOR ALL DAMAGES THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALINGS WITH OTHER SERVICE USERS OR OTHER THIRD PARTIES, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE.
IN NO EVENT WILL GATE THREE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY.
TO THE EXTENT THAT THE LIABILITY OF GATE THREE AND ITS RELATED PERSONS IS NOT EXCULPATED IN THE PARAGRAPH ABOVE AND REGARDLESS OF THE LEGAL BASIS FOR ANY CLAIMS THE LIABILITY OF GATE THREE AND ITS AFFLIATES SHALL BE LIMITED TO DIRECT MONETARY DAMAGES THAT SHALL NOT EXCEED THE LESSER OF TEN THOUSAND DOLLARS ($10,000) OR THE AMOUNTS PAID BY YOU FOR THE SERVICES.
This Agreement and any dispute or controversy arising out of or related hereto and/or the relationship between the Parties established herein shall be governed by and construed, interpreted and resolved in accordance with the laws of the Province of Ontario and the federal laws of Canada.
Any and all disputes that arise for items contemplated under this Agreement shall firstly be referred to senior management of each of the Parties, who shall endeavour to reach an amicable resolution of the dispute within five (5) business days of the referral to them, and then promptly implement any such resolution.
Secondly, if senior management is unable to resolve the dispute within the five (5) business day period (or such longer period as the relevant Parties may agree), the Parties shall immediately proceed to arbitrate the dispute in accordance with the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with the said Rules.
All disputes shall be dealt with in a timely manner and as expeditiously as possible.
By using the Service, you consent to receiving certain electronic communications from us. 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.
Assignment and Delegation. Neither Party to this Agreement may assign any of their rights or delegate any of their obligations under this Agreement.
Enforceability/Severability. If any provision of this Agreement shall be held void, voidable, invalid or inoperative, no other provision hereof shall be affected as a result thereof, and, accordingly, the remaining provisions of this Agreement shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein, provided, however, that if such void, voidable, invalid or inoperative provision is a material term or condition of this Agreement, the Parties shall supply a substitute provision, negotiated in good faith, which comes closest to their original intention.
Entire Agreement. This Agreement, together with your Subscription Plan, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to said subject matter.
Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.
Waiver. No provision of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either Party, it being understood that waiver may only occur by an instrument in writing signed by an authorized officer of the Party against whom such waiver is sought to be enforced. In the event of a waiver, whether in writing or by operation of law, such waiver shall not constitute a waiver of any other provision or of the same provision on another occasion.
Independent Parties. You are an independent third party to this Service and nothing in this Agreement will create a representation that the parties are in a partnership, agency, joint venture or employment relationship.
Modification of this Agreement. Gate Three may in its sole discretion, modify or revise this Agreement at any time by emailing you a revised agreement or by posting such revised agreement to the Gate Three website.