Effective Date: July 7, 2021
Date of Most Recent Revision: July 7, 2021
The Leave Your Sleep for Education website (leaveyoursleepforeducation.com) (“Website”) is provided by the Gifted Support Center (referred to hereinafter as “GSC” or “we” (including objective “us” and possessive “our”)). These “Terms and Conditions of Website Use” (“Agreement”) constitute the Agreement between you, the end user (“User,” or “you,” including possessive “your,”), and GSC in regard to your use of the Website, regardless of the manner in which you access or use the Website. Under this Agreement, the term “Website” means the website and all webpages located by the leaveyoursleepforeducation.com internet domain address and all features, applications, content (including all text, graphics, photographs, and video), and downloads that are operated by GSC on this Website, and that are available through this Website, and that interact with or link to this Agreement.
If you want to use this Website, you must carefully read this Agreement, because it constitutes a written contract between you and GSC and it affects your legal rights and obligations.
Each time you access and/or use the Website, you agree to be bound by and comply with all of the terms and conditions of this Agreement. Therefore, do not use the Website if you do not agree to all of the terms of this Agreement. Also, please note that GSC reserves the right to modify, change, amend, or supplement the terms and conditions of this Agreement at any time without advance notice to the users of the Website. Therefore, we recommend that you review this Agreement from time to time to determine if changes have been made to this Agreement.
If you are under thirteen years of age, you may not use any of the features on this Website which require user registration. If you are over the age of thirteen but under the age of eighteen, your parent or guardian may be liable for some or all of your activities on the Website. Because your parent or guardian may bear this liability, and because GSC supports parental awareness of your activities, including knowledge of the websites that you visit, you must make your parent or guardian aware that you are intending to use the Website, and you must obtain your parent’s or guardian’s consent to your use.
A. Content.
The Website contains, or may contain, a variety of materials and other items relating to GSC and its products and services, and similar items from our licensors, network members, and other third parties. All content on this Website, including, but not limited to, all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Website, and the compilation, assembly, and arrangement of the materials of the Website and any and all copyrightable material (including source and object code), trademarks, logos, trade names, service marks, company names, and trade identities of various parties, including those owned by GSC and those owned by third parties and licensed to GSC for use on the Website (collectively, “Trademarks”), and other forms of intellectual property are defined collectively as “Content,” which term includes all of the foregoing.
B. Ownership.
The Website (including any past, present, and future versions) and the Content are either owned by GSC or controlled by GSC through licenses granted to GSC by its licensors. All right, title, and interest in and to the Content available via the Website is the property of GSC or of our licensors, and is protected by U.S. federal copyright, trademark, patent, and trade secrets laws and by other federal and state intellectual property, and unfair competition laws. In addition to GSC’s copyright ownership of the Content, GSC owns a copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Website. “Intellectual Property Rights,” as used in this Agreement, means any and all rights belonging to GSC and existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, in any intellectual property, which includes, but is not limited to, patentable inventions, ideas, and processes, trade secrets, trademarks, trade names, copyrightable works, and any confidential information. As between you and GSC, GSC retains all its respective titles, interests, and ownership in the Website and the Content, and you understand and acknowledge that neither you nor any other User acquires any ownership in any Intellectual Property Rights regarding the Website or the Content under this Agreement.
C. Limited License Granted to You.
Subject to your strict compliance with this Agreement, GSC grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license (the “Limited License”) to do the following:
The foregoing Limited License does not give you any ownership of, or any other intellectual property interest in, any Content, and GSC reserves the right to suspend or terminate, at any time and for any reason, your Limited License without any advance notice to you, and without any liability. This Agreement includes only narrow, limited grants of rights to Content and to use and access the Website. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by GSC. Any unauthorized use of any Content or the Website for any purpose is strictly prohibited.
D. Rights of Others.
In using the Website, you must respect the rights of others. Your unauthorized use of Content may violate rights owned by GSC or its licensors, and/or may violate copyright, trademark, privacy, publicity, communications, and other laws. If you make unauthorized use of Content owned by GSC or its licensors or of materials owned by a third party, your use may result in personal liability for you, as well as potential criminal liability.
E. Third-Party Websites.
The Website may provide links to other websites operated by third parties who are not related to, affiliated with, or endorsed by GSC. Because GSC has no control over such third-party websites, you understand and acknowledge that GSC is not responsible for the availability of such websites and bears no responsibility or liability whatsoever for any content, advertising, services, products, or other materials on or available from such websites. Accordingly, you acknowledge and agree that GSC shall have no responsibility or liability, directly or indirectly, for any damage or loss suffered by you and caused directly or indirectly by such websites. Further, you understand, acknowledge, and agree that this Agreement does not apply to third-party websites and that your use of such websites is subject to the terms and conditions and policies of the owner or owners of such third-party websites.
You understand, agree, and acknowledge that GSC may aggregate non-personally identifiable information and demographic data regarding Users, including you, and their behavior on the Website and their activities in regard to the Website and the Content (“Data”). GSC may use and retain this Data for any purpose, including but not limited to improving or modifying the Website, without any compensation or royalty owed to you or to any other User.
A. Your Ownership of User-Generated Content.
GSC may provide Subscribers to the Website the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Website (collectively, “submit”) messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, articles, information, content, ratings, reviews, data, questions, suggestions, personally identifiable information, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). Subject to the rights and license you grant to GSC in this Agreement (see below), you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content. You understand and acknowledge that GSC has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content.
B. Your User-Generated Content Is Not Confidential.
You may have the right to share your User-Generated Content with other Users of the Website whom you select, in accordance with the available privacy settings on the Website or with other features that GSC makes available. The sharing of User-Generated Content may be one of the purposes of the Website as it is developed by GSC, but you understand and acknowledge that GSC is under no obligation to provide opportunities for you to generate and share User-Generated Content on the Website. However, please be aware that if you create and submit User-Generated Content, your User-Generated Content will not be private or confidential unless your privacy is affirmatively indicated by GSC (as when, for example, you send a secure message to a Subscriber or to GSC). In all other circumstances, you acknowledge that you do not have a right of privacy in regard to your User-Generated Content. GSC will strictly maintain its Privacy Policy in regard to personally identifiable information that you provide as part of your profile and subscription to the Website, but GSC has no obligation to you in regard to your User-Generated Content and no obligation to maintain your User-Generated Content as confidential or private. Therefore, do not post and/or share as User-Generated Content any personally identifiable information such as names, addresses, telephone numbers, email addresses, credit card numbers, social security numbers, bank account numbers, private health information or records regarding you or another person, or other private information which relates to you or to another specific individual (hereinafter, “PII”). Under this Agreement, you acknowledge that your User-Generated Content is non-confidential, unless GSC provides you, in advance, with affirmative confirmation that your privacy will be secure. Further, you acknowledge that the Internet may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will therefore undertake to refrain from including any PII in your User-Generated Content.
C. The License You Grant to GSC Regarding Your User-Generated Content.
You hereby grant to GSC a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense, display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise exploit in any manner whatsoever, all or any portion of your User-Generated Content for any purpose whatsoever, in all formats, on or through any media, software, formula, or medium now known or yet to be developed in the future, and with any technology or devices now known or yet to be developed in the future. Without limitation, the rights you are granting to GSC extend to any personal stories or testimonials that you share as User-Generated Content, including the rights to:
In order to further effect the rights and license that you grant to GSC to your User-Generated Content, you hereby waive any moral rights (including right of attribution and right of preservation of the integrity of your User-Generated Content) that you may have in any User-Generated Content, even if it is altered or changed by GSC in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section because, you understand and acknowledge, you are granting this license to your User-Generated Content as a pre-condition to your use of the Website.
Further, you understand and acknowledge that the license you are granting to GSC is perpetual and will continue in full force and effect even if you remove your User-Generated Content from the Website.
D. GSC’s Exclusive Right to Manage All User-Generated Content.
GSC may, but has no obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and GSC may, in its sole discretion, delete, move, re-format, remove or refuse to post or otherwise make use of your User-Generated Content without notice to you and without any liability to you or any third party. GSC reserves the right to treat User-Generated Content on the Website as content stored at the direction of Users for which GSC will not exercise any control except to block or remove content that comes to GSC's attention and is either under a community standard or in GSC’s sole discretion and judgment; or, to enforce the rights of third parties or the content restrictions set forth in other provisions of this Agreement, when notice of a violation comes to GSC’s attention. You understand and acknowledge that GSC has no obligation to post, display, maintain, store, access, cache, or archive your User-Generated Content for any period of time.
E. GSC’s Enforcement Rights in User-Generated Content.
You grant GSC the right to protect and enforce its licensed rights to your User-Generated Content, including the right to bring and control enforcement actions in your name and on your behalf at GSC’s cost and expense, and to initiate such enforcement action without consulting you ahead of time. You hereby consent and irrevocably appoint GSC as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest, for the enforcement of GSC’s licensed rights to your User-Generated Content.
F. Your Representations and Warranties for Your User-Generated Content.
Each time you submit any User-Generated Content, you represent and warrant the following:
G. GSC’s Right to Use Non-Personally Identifiable Data.
You understand, agree, and acknowledge that GSC may aggregate non-personally identifiable information and demographic data regarding Users, including you, and their behavior on the Website and their activities in regard to the Website and the Content (“Non-PII Data”). GSC may use and retain this Non-PII Data for any purpose, including but not limited to improving or modifying the Website, without any compensation or royalty owed to you or to any other User.
You hereby understand, acknowledge, and agree that you will not do any of the following: alter, modify, edit, amend, abridge, add to, delete from, adapt, repackage, or change any of the Content or the Website in whole or in part; and/or remove any notices of copyright, any watermarking, or any other proprietary notices or language referring to GSC’s ownership of the Content and the Website; and/or copy, reproduce, publish, distribute, or redistribute any of the Content, in whole or in part, to any person who is not an authorized User of the Website; and/or attempt to sell, resell, lend, lease, license, sublicense, assign, or otherwise transfer or attempt to transfer the Content, the Website, any rights granted under this Agreement, or any intellectual property rights owned by GSC to any other person or entity; and/or provide any other person or entity access to the Website by means of your username and/or your password; and/or attempt to lend, lease, license, sublicense, transfer, assign, sell, or resell your username(s) and password(s) to any other person or entity; and/or decompile, disassemble, translate or reverse engineer any portion of the Website or the Content, or otherwise discover or duplicate any technology, routines, computer software, algorithms, methods or underlying ideas or design or user interface techniques included in any portion of the Website or the Content; and/or monitor, gather, copy, or distribute such Content (except as may be a result of standard search engine or activity or use of a standard Internet browser) on the Website by using any robot, rover, “bot,” spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind; and/or frame or use framing techniques to enclose any Content (including any images, text, or page layout) and display any Content within the frame on another website; and/or insert any code or product to manipulate Content in any way that affects, adversely or otherwise any other User’s experience with the Website; and/or make or attempt to make any commercial use or exploitation of the Website or any of the Content; and/or circumvent, disable or otherwise interfere with the security features of the Website or the Content, or any features that prevent or restrict use or copying of any Content or enforce limitations on use of the Content; and/or collect or harvest any PII, including usernames and passwords, from the Website; and/or create multiple accounts by manual or automated means or under false or fraudulent pretenses; and/or create or transmit unwanted electronic communications or “spam” to other Users of the Website; and/or transmit any viruses, worms, defects, Trojan horses or other code sequence or routines of a destructive nature on the Website; and/or use the Website or the Content to violate the security of any computer network, to crack passwords or security encryption codes, or to transfer or store illegal material; and/or use any metatags or any other “hidden text” utilizing any GSC trademarks and/or use any device, software or routine that interferes with the proper working of the Website or the Content; and/or claim the Website or any of the Content as your property, your creation, or your work of authorship, in whole or in part; and/or contest or dispute GSC’s ownership of all intellectual property rights in the Website and the Content; and/or use the Content after the termination date of your account; and/or fail at any time to provide true, accurate, complete, and current account registration data and information; and/or engage in any activities through or in connection with the Website that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, salacious, injurious, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to GSC; and/or use the Website and/or the Content, in whole or in part, in any manner not authorized by this Agreement.
YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ANY VIOLATION OF THE FOREGOING PROVISIONS MAY, IN GSC’S SOLE DISCRETION AND JUDGMENT, SUBJECT YOU TO THE IMMEDIATE SUSPENSION OR TERMINATION OF YOUR ACCOUNT, AND MAY SUBJECT YOU TO CRIMINAL LIABILITY AND/OR LIABILITY FOR DAMAGES, COSTS, EXPENSES, OR FEES (INCLUDING ATTORNEY’S FEES) INCURRED BY GSC IN ENFORCING ITS RIGHTS AGAINST YOU UNDER THIS AGREEMENT.
A. Registration.
To access or use some features of the Website, you may have to become a registered User of the Website (or a portion of it). If you are a minor over the age of thirteen but under the age of eighteen, your registration will require parental consent. The Website's practices governing any resulting collection and use of your PII are disclosed in the GSC Privacy Policy. Your decision to provide PII is purely voluntary and optional; however, if you elect not to provide it, then you may not be able to access certain Content or participate in certain features of the Website.
B. Usernames and Passwords.
If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an email notification with a randomly generated initial password) and you agree to the following:
GSC shall have no liability for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
C. Termination of Your Account.
If any information that you provide as part of your account registration is false, inaccurate, outdated, incomplete, or violates this Agreement, or any legal requirement or law, then GSC may suspend or terminate your account in its sole discretion and with no liability to you. GSC also reserves the general right to terminate your account or suspend or otherwise deny you access to it or its benefits - all in our sole discretion, for any reason, and without advance notice to you and without any liability.
D. Website Access Charges.
Currently, the Website and its Content are offered free of charge. However, GSC reserves the right, upon reasonable notice, to charge for access to some or all of the Website, charge for access to premium functionality or Content on some or all of the Website, or require a free subscription or account registration to access some or all of the Website (“Subscription(s)”). GSC further retains the right to change the terms and conditions for accessing the Website or portions of the Website; and the right to restrict access to the Website or portions of the Website, in whole or in part, based on any lawful eligibility requirements GSC may elect to impose (e.g., geographic or demographic limitations). GSC may modify, revalue, increase, decrease, or make the Subscriptions free at its sole discretion without advance notice or liability. Unless otherwise stated in this Agreement, in the event that GSC terminates or changes the Website, a portion of the Website, Content, or functionality associated with a Subscription in a way that materially diminishes the value of your Subscription, then GSC will provide you with either of the following at GSC’s sole discretion: a pro rata refund of your unused Subscription corresponding to the value of the diminished features or portion of the terminated or changed Website, or an online credit for future redemption of comparable value corresponding to the value of the diminished features or portion of the terminated or changed Website. The valuation of the pro rata refund or credit will be determined in GSC’s good faith business judgment, which determination will be final. The provision of a pro rata refund or credit will be your sole and exclusive remedy with respect to GSC’s termination or change of the Website in a way that materially diminishes the value of any Subscription.
E. Your Use of an Internet Access Device and Third-Party Components.
You understand and agree that your use of any Internet Access Device and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by you to access the Website (“Third-Party Components”) are the sole and exclusive responsibility of you alone, including all costs of your use of such Third-Party Components, and that GSC has no responsibility for such third-party components, services, or your relationships with such third parties. You agree that you shall at all times comply with the lawful terms and conditions of your agreements with such third parties. GSC does not represent or warrant that the Website and the Content are compatible with any specific third-party hardware or software or any other Third-Party Components. You are responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the Website.
F. Wireless Features.
The Website may offer certain features and services that are available to you via your wireless Internet Access Device. These features and services may include the ability to access the Website’s features and upload content to the Website, receive messages from the Website, and download applications to your wireless Internet Access Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Access Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier directly with questions regarding these issues. You understand and acknowledge that GSC has no responsibility or liability for your ability or inability to access or take advantage of any Wireless Features due to your carrier, your phone service plan, your Internet Access Device, or any other Third-Party Component.
G. Customer Service.
GSC will respond to consumer service requests and other similar inquiries if properly communicated to GSC.
A. DMCA Notice for Copyright Infringement.
GSC will respond appropriately to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that the copyright in that work has been infringed by an improper posting of it as part of User-Generated Content on the Website, then you may send us a written notice, which notice must include all of the following:
GSC may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and GSC may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
GSC will only respond to DMCA Notices that it receives by mail, e-mail or facsimile at the addresses below:
By Mail:
205 E 3rd Ave #201,
San Mateo, CA 94401
By E-Mail:
UserNotices@leaveyoursleepforeducation.com
We may send the information that you provide in your DMCA Notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting GSC’s other rights, GSC may, in appropriate circumstances, terminate a repeat infringer’s access to the Website and any other website owned or operated by GSC.
B. DMCA Counter-Notification regarding Copyright Infringement.
If access on the Website to a work that you submitted to GSC is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Website. You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.
You represent and warrant the following in respect of this Agreement:
A. You have the necessary authority to enter into this Agreement; and
B. You are over the age of thirteen; and
C. If you are between the ages of thirteen and eighteen, you have obtained the consent of your parent or guardian to use the Website and/or the Content; and
D. You will cooperate with all of the instructions, rules, and procedures that apply to your GSC account;
E. You have provided and will continue to provide true, accurate, current, and complete registration information; and
F. You will respect and abide by all of your obligations under this Agreement, and you will perform your obligations under this Agreement diligently; and
G. You will comply with all laws and regulations applicable to this Agreement.
You shall indemnify and hold harmless GSC, its parent company, its officers, directors, employees, agents, and representatives from, and, at your expense, shall defend GSC against, any loss, damage or expense (including reasonable legal costs) that GSC incurs or becomes liable for as a result of any breach by you of any of the terms of this Agreement; any negligent, reckless or willful act or omission by you or your agents or others for whom you are responsible; any failure by you to comply with applicable laws in performing under this Agreement; any misuse by you of the Website and/or the Content; or, any claim made against GSC by any third party for which GSC is not liable under this Agreement, and which arises as a consequence of your use of the Website. You shall reimburse GSC for its expenses under this Section as they are incurred. GSC shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. You, in the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of GSC, enter into any settlement which adversely affects GSC’s rights or which does not include, as an unconditional term, a release granted to GSC of all liabilities in respect of such claim, action or proceeding.
GSC’S REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE ONLY REPRESENTATIONS AND WARRANTIES PROVIDED BY GSC WITH RESPECT TO THE WEBSITE AND THE CONTENT, AND ANY OTHER ITEM OR SERVICE PROVIDED BY GSC. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO THE EXPRESS WARRANTIES PROVIDED UNDER THE AGREEMENT, THE WEBSITE, THE CONTENT, AND ANY OTHER ITEMS OR SERVICES ARE PROVIDED ON AN “AS-IS,” AND “AS-AVAILABLE” BASIS. GSC EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY YOU OR ANY USER AS A RESULT OF PROVISION OR USE OF THE WEBSITE AND/OR THE CONTENT; AND ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION OF OR ACCESS TO THE WEBSITE OR CONTENT OR THE PROVISION OF SERVICES. GSC RESERVES THE RIGHT TO MODIFY AND OR REMOVE ANY PORTION OF THE SERVICES INCLUDING ANY CONTENT, AT ANY TIME, WITH OR WITHOUT NOTICE. NO ORAL OR WRITTEN INFORMATION BY GSC OR ANY OTHER ENTITY OR PERSON SHALL CREATE ANY ADDITIONAL REPRESENTATION OR WARRANTY BY GSC. GSC DOES NOT REPRESENT, WARRANT, OR GUARANTY TO YOU OR ANY USER ANY PARTICULAR RESULTS TO BE ACHIEVED AS A RESULT OF YOUR USE OF THE WEBSITE, THE CONTENT, OR ANY SERVICES. YOU UNDERSTAND AND ACKNOWLEDGE THAT GSC HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTION YOU TAKE OR FAIL TO TAKE BASED ON YOUR USE OF THE WEBSITE AND/OR THE CONTENT. GSC IS NOT LIABLE FOR ANY DAMAGES THAT YOU OR ANOTHER USER MAY SUFFER ARISING OUT OF USE, DELAY IN PROVIDING, OR INABILITY TO USE, THE WEBSITE AND/OR THE CONTENT. GSC IS NOT LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF ANY OF YOUR USER-GENERATED CONTENT OR YOUR REGISTRATION INFORMATION OR DATA.
GSC UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY INABILITY OF YOU OR OTHER USERS TO ACCESS THE WEBSITE. GSC PROVIDES ACCESS TO THE WEBSITE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTY THAT THE WEBSITE WILL BE AVAILABLE OR FULLY OPERATIVE AT ANY TIME OR ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THE WEBSITE MAY CONTAIN ERRORS, GLITCHES, BUGS, OR OTHER DEFECTS, AND YOU UNDERSTAND AND ACKOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE WEBSITE ARE FOR YOU TO NOTIFY GSC ABOUT YOUR DISSATISFACTION, IN WHICH CASE GSC WILL REVIEW THE COMPLAINT WITH GSC’S TECHNICAL EXPERTS, AND/OR TO STOP USING THE WEBSITE.
ALTHOUGH GSC ATTEMPTS TO PROVIDE HIGH QUALITY CONTENT, GSC IS NOT RESPONSIBLE FOR ANY PERCEIVED FALSE, MISLEADING, INCOMPLETE, INACCURATE, OR OTHERWISE DEFECTIVE CONTENT. CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND GSC IS NOT RESPONSIBLE FOR ANY RELIANCE UPON CONTENT BY YOU OR OTHER USERS, OR BY ANY THIRD PARTY. THE CONTENT MAY CONTAIN SUBMISSIONS BY THIRD PARTIES THAT MAY BE PERCEIVED AS FALSE OR MISLEADING OR MAY BE PERCEIVED TO HAVE OTHER DEFECTS, AND GSC IS NOT RESPONSIBLE FOR SUCH CONTENT. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF DISSATISFACTION WITH THE CONTENT IS FOR YOU TO NOTIFY GSC ABOUT YOUR PERCEPTIONS OF THE CONTENT, IN WHICH CASE GSC WILL REVIEW THE COMPLAINT(S) WITH ITS SUBJECT MATTER EXPERTS, AND/OR TO STOP USING THE CONTENT.
IN NO EVENT WILL GSC’S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE CONTENT, THE WEBSITE, OR ANY OTHER ITEMS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE CLAIM OR FORM OF ACTION, INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF GSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. YOU UNDERSTAND AND ACKNOWLEDGE THAT GSC’S MAXIMUM AGGREGATE LIABILITY TO YOU UNDER OR RELATING TO THIS AGREEMENT UNDER THEORIES OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED AN AMOUNT, IN AGGREGATE, EQUAL TO THE FEES PAID BY YOU IN THE TWELVE MONTHS PRIOR TO WHEN THE DAMAGES FIRST AROSE. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR RELATIONS WITH OTHER USERS, AND THAT GSC SHALL NOT BE LIABLE TO YOU OR ANY OTHER USERS, UNDER ANY CIRCUMSTANCES, FOR ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER USER OF THE WEBSITE AND/OR THE CONTENT.
A. Governing Law and Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California. Disputes arising under this Agreement shall proceed through three levels of resolution, if necessary: negotiations between you and GSC, mandatory mediation, and court proceedings. Any dispute which arises under this Agreement and cannot be resolved by good-faith negotiations between the parties within ninety (90) days must be submitted for a mandatory mediation procedure in San Francisco before a neutral mediator chosen and appointed by Judicial Arbitration and Mediation Services, Inc. (“JAMS”). The mediation shall take place within forty-five (45) days after the mediator has been appointed, and at the direction of the mediator. The mediation shall take place on one business day and shall last no longer than ten (10) hours unless the parties mutually agree to an extension of the mediation procedure. The mediator shall apply U.S. and California law to substantive issues and any applicable JAMS procedural rules for commercial mediation to procedural issues. The parties shall bear their own costs for the mediation, and they shall split equally the costs and fees of the mediator. If either party is unsatisfied with the resolution provided by the mediator, either party may file a claim in the appropriate state or federal court sitting in the Northern District of California, with venue in San Francisco. You hereby consent and absolutely agree to the jurisdiction of state and federal courts sitting in California for resolving any disputes arising under this Agreement which cannot be resolved either by negotiations or by mediation between you and GSC.
(1) GSC’s Right to Injunctive Relief.
The foregoing provisions of this Section will not apply to any legal action taken by GSC to seek an injunction or other equitable relief in connection with any loss, cost, or damage (or any threatened or potential loss, cost, or damage) relating to the Website, any Content, your User-Generated Content and/or GSC's Intellectual Property Rights, GSC's operations, and/or GSC's products or services.
(2) Your Waiver of Injunctive or Equitable Relief.
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSSES, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE WEBSITE, THEN YOU ACKNOWLEDGE AND AGREE THAT THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT ORDER OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, CONTENT, IDEAS, MATERIALS, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, OR CONTROLLED BY GSC OR BY A LICENSOR OF GSC.
B. Updates to this Agreement.
GSC reserves the right to modify this Agreement at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Website so that they are accessible via a link on the Website, and that your use of the Website after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms and to the most recent version of this Agreement. The Updated Terms will be effective as of the time that GSC posts them on the home page of the Website, in the header of this Agreement, or such later date as may be specified in them. You understand and acknowledge that GSC shall only be posting the most recent version of this Agreement on the Website, that you are bound by the most recent version of this Agreement at any time you use or access the Website, and, therefore, you agree that it is your responsibility to review this Agreement on a regular and frequent basis.
C. International Issues.
GSC controls and operates the Website from its offices in the U.S.A. GSC makes no representation that the Website is appropriate or available for use beyond the U.S.A. If you use the Website from other locations, you are doing so of your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Subject to the terms of this Agreement, GSC reserve the right to limit the availability of, restrict access to, or discontinue the Website and/or any Content, program, product, service, or other feature described or available on the Website to any person, entity, geographic area, or jurisdiction, at any time and in GSC’s sole discretion, and to limit the quantities of any content, program, product, service, or other feature that GSC provides. Some content, programs, services, or features may be available on this Website only on a subscription or fee basis.
D. Severability and Interpretation.
If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in this Agreement, the word will be deemed to mean “including, without limitation.”
E. Communications.
Whenever you communicate with GSC electronically, such as via e-mail and text message, you consent to receive communications from GSC electronically. Please note that we are not obligated to respond to inquiries that we receive from Users.
You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
F. Law Enforcement and Termination of Accounts or of the Website.
GSC reserves the right, without any limitation, to investigate any suspected breaches of its Website security or its information technology or other systems or networks, investigate any suspected breaches of this Agreement, investigate any information obtained by GSC in connection with reviewing law enforcement databases or complying with criminal laws, involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, prosecute violators of this Agreement, and discontinue the Website, in whole or in part, or suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to GSC under this Agreement. Upon suspension or termination of your access to the Website, or upon notice from GSC, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Website. The provisions of this Agreement, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to GSC in this Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction and venue, choice of law, and mandatory mediation.
G. Assignment.
GSC may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any notice. This Agreement may not be assigned by you in whole or in part, and you may not delegate your duties under this Agreement, without the prior written consent of GSC.
H. No Waiver.
Except as expressly set forth in this Agreement, no failure or delay by you or GSC in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy.
I. No Partnership or Joint Venture.
Neither this Agreement, nor any terms and conditions contained herein shall be construed as creating a partnership, joint venture, franchise or agency relationship between you and GSC.
J. Complete Agreement.
This Agreement contains your entire understanding with GSC with respect to the subject matters covered by this Agreement, and it supersedes any and all prior oral or written proposals or understandings.