Terms and Conditions
Welcome to Gather! This agreement (the “Agreement”) between you and Gather.com Inc. (“we”, “us”, “our”) sets out your rights to access and use of gather.com and any other products or services provided by us (the “Service”). If you are accepting this Agreement and using the Services on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so and have the authority to bind such entity to this Agreement. By accessing our Service, you agree that you have read, understood and accepted this Agreement.
If we decide to make changes to this Agreement, we will provide notice of those changes by updating the “Last Updated” date above or posting notice on gather.com.
The Service is not targeted toward, nor intended for use by, anyone under the age of 13. You must be at least 13 years of age to access or use of the Service. If you are between 13 and 18 years of age (or the age of legal majority where you reside), you may only access or use the Service under the supervision of a parent or legal guardian who agrees to be bound by this Agreement.
3. Copyright and Limited License
You are granted a limited, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service and Gather Content for your personal use. You retain ownership of and responsibility for Content you create or own ("Your Content"). If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third-party licenses relating to Content you post.
4. Trademark Policy
All other trademarks, registered trademarks, product names and company names or logos mentioned or used on our Service are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
5. Assumption of Risk, Limitations on Liability.
5.1. You accept and acknowledge that there are risks associated with utilizing the Internet-based service including, but not limited to, the risk of failure of hardware, software and Internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to information stored within or associated with your Account, including, but not limited to your private key(s) (“Private Key”). You accept and acknowledge that we will not be responsible for any communication failures, disruptions, errors, distortions, or delays you may experience when using the Services, however caused.
5.2. We make no representation or warranty of any kind, express or implied, statutory, or otherwise, regarding the contents of the Service, information and functions made accessible through the Service, any hyperlinks to third-party websites, nor for any breach of security associated with the transmission of information through the Service or any website linked to by the Service.
5.3. We will not be responsible or liable to you for any loss and take no responsibility for and will not be liable to you for any use of our Services, including but not limited to any losses, damages or claims arising from: (a) User error such as forgotten passwords, incorrectly constructed transactions, or mistyped blockchain addresses; (b) Server failure or data loss; (c) Corrupted Account files; (d) Unauthorized access to applications; (e) Any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute forcing or other means of attack against the Service or Services. In particular, Gather shall not, without limitation, act as a mediator or arbitrate disputes between users and third parties.
5.4. We make no warranty that the Service or the server that makes it available, are free of viruses or errors, that its content is accurate, that it will be uninterrupted, or that defects will be corrected. We will not be responsible or liable to you for any loss of any kind, from action taken, or taken in reliance on material, or information, contained on the Service.
5.5. Subject to 6.1 below, any and all indemnities, warranties, terms, and conditions (whether express or implied) are hereby excluded to the fullest extent permitted under New York law.
5.6. We will not be liable, in contract, or tort (including, without limitation, negligence), other than where we have been fraudulent or made negligent misrepresentations.
5.7. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraudulent misrepresentation, or any other liability which may not otherwise be limited or excluded under United States law.
6. Agreement to Hold Gather.com, Inc. Harmless
6.1. You agree to hold harmless Gather.com, Inc. (and each of our officers, directors, members, employees, agents, and affiliates) from any claim, demand, action, damage, loss, cost, or expense, including without limitation reasonable legal fees, arising out, or relating to:
- 6.1.1. Your use of, or conduct in connection with, our Services;
- 6.1.2. Your violation of any term in this Agreement; or
- 6.1.3. Violation of any rights of any other person or entity.
6.2. If you are obligated to indemnify us, we will have the right, in our sole discretion, to control any action or proceeding (at our expense) and determine whether we will pursue a settlement of any action or proceeding.
7. No Liability for Third-Party Services and Content
7.1. In using our Services, you may view content or utilize services provided by third parties, including links to web pages and services of such parties (“Third-Party Content”). We do not control, endorse, or adopt any Third-Party Content and will have no responsibility for Third-Party Content including, without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent, or otherwise objectionable in your jurisdiction. In addition, your dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred because of any such dealings and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.
7.2. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to the Agreement.
8. Account Registration
8.1. You need not use a blockchain account provided by us, and you can create an account independently of the Service. If you would like to use part of the Service, you must create a blockchain account (“Account”). When you create an Account, you are strongly advised to take the following precautions, as failure to do so may result in loss of access to, and/or control over, your Account: (b) Provide accurate and truthful information; (c) maintain the security of your Account by protecting your Account password and access to your computer and your Account; (e) Promptly notify us if you discover or otherwise suspect any security breaches related to your Account.
8.2. You hereby accept and acknowledge that you take responsibility for all activities that occur under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.
8.3. You acknowledge and understand that cryptography is a progressing field. Advances in code cracking or technical advances such as the development of quantum computers may present risks to the Services that you use and your Account, which could result in the theft or loss of your property. By using the Service or accessing Gather Content, you acknowledge these inherent risks.
9. The Services
9.1. As described in more detail below, the Services, among other things, provide software that facilitates the submission of blockchain transaction data to the blockchain without requiring you to access the blockchain command line interface.
9.2. Account and Private Keys. Should you agree to create an Account through our Service, we generate a cryptographic private and public key pair that are provided solely to you and completely owned by you; provided however that we not store passwords or Private Keys for our you. We never have access to your Private Key and do not custody any Private Keys on your behalf, and therefore, assume no responsibility for the management of the Private Key tied to your Account. The Private Key uniquely match the Account name and must be used in connection with the Account to authorize the transfer from that Account. You are solely responsible for maintaining the security of your Private Keys. You must keep your Private Key access information secure. Failure to do so may result in the loss of control of associated with your Account.
9.3. No Password Retrieval. We do not receive or store your Account password or Private Keys. Your Private Key is your own and you are solely responsible for their safekeeping. We cannot assist you with Account password retrieval, reset, or recovery. You are solely responsible for remembering your Account password. If you have not safely stored a backup of any Account and password pairs maintained in your Account, you accept and acknowledge that any funds you have associated with such Account will become permanently inaccessible if you do not have your Account password.
9.4. Transactions. All proposed blockchain transactions must be confirmed and recorded in the via the distributed consensus network (a peer-to-peer network), which is not owned, controlled, or operated by us. The blockchain is operated by a decentralized network of independent third parties. We have no control over the blockchain and therefore cannot and will not ensure that any transaction details you submit via the Services will be confirmed on the blockchain. You acknowledge and agree that the transaction details you submit via the Services may not be completed, or may be substantially delayed, by the blockchain. You may use the Services to submit these details to the blockchain.
9.5. No Storage or Transmission of funds. Funds are intangible, digital asset controlled by you. These assets exist only by virtue of the ownership record maintained on the blockchain. The Service does not store, send, or receive funds. Any transfer of title that might occur in any funds occurs on the blockchain and not within the Services. We do not guarantee that the Service can affect the transfer of title or right in any funds.
9.6. Relationship. Nothing in this Agreement is intended to nor shall create any partnership, joint venture, agency, consultancy, or trusteeship, between you and us.
9.7. Accuracy of Information. You represent and warrant that any information you provide via the Services is accurate and complete. You accept and acknowledge that we are not responsible for any errors or omissions that you make in connection with any blockchain transaction initiated via the Services, for instance, if you mistype an Account name or otherwise provide incorrect information. We strongly encourage you to review your transaction details carefully before completing them via the Services.
9.8. No Cancellations or Modifications. Once transaction details have been submitted to the blockchain via the Services, The Services cannot assist you to cancel or otherwise modify your transaction details. We have no control over the blockchain and do not have the ability to facilitate any cancellation or modification requests.
9.9. Taxes. It is your responsibility to determine what, if any, taxes apply to the transactions you for which you have submitted transaction details via the Services, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that the we are not responsible for determining whether taxes apply to your blockchain transactions or for collecting, reporting, withholding, or remitting any taxes arising from any blockchain transactions.
10. Fees for Using the Services
10.1. Fees Creating an Account. We do not currently charge fees for any Services in connection with the creation of Accounts, however we reserve the right to do so in future, and in such case any applicable fees will be displayed prior to you using any Service to which a fee applies.
11. No Right to Cancel And/or Reverse Transactions
11.1. If you use a Service to which funds are transacted, you will not be able to change your mind once you have confirmed that you wish to proceed with the Service or transaction.
12. Discontinuation of Services.
12.1. We may, in our sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of our Services. You are solely responsible for storing, outside of the Services, a backup of any Account and Private Key that you maintain in your Account.
12.2. If you do not maintain a backup of your Account data outside of the Services, you will be may not be able to access any funds with any Account maintained in your Account if we discontinue or deprecate the Services.
13. Suspension or Termination of Service.
13.1. We may suspend or terminate your access to the Services in our sole discretion, immediately and without prior notice, and delete or deactivate your gather.com account and all related information and files in such without cost to you, including, for instance, if you breach any term of this Agreement. In the event of termination, your access to the funds in your account will require you access to the blockchain via the command line API or third party tool, and will require you to have access to your backup of your Account data including your Account and Private Keys.
14. User Conduct
14.1. When accessing or using the Services, you agree that you will not commit any unlawful act, and that you are solely responsible for your conduct while using our Services. Without limiting the generality of the foregoing, you agree that you will not:
- 14.1.1. Use of our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying our Services, or that could damage, disable, overburden, or impair the functioning of our Services in any manner;
- 14.1.2. Use our Services to pay for, support or otherwise engage in any activity prohibited by law, including, but not limited to illegal gambling, fraud, money-laundering, or terrorist financing activities.
- 14.1.3. Use or attempt to use another user’s Account without authorization;
- 14.1.4. Attempt to circumvent any content filtering techniques we employ, or attempt to access any service or area of our Services that you are not authorized to access;
- 14.1.5. Introduce to the Services any virus, Trojan, worms, logic bombs or other harmful material;
- 14.1.6. Encourage or induce any third-party to engage in any of the activities prohibited under this Section.
15. Copyright Complaints, the DMCA, and Takedowns
15.1 We will respond to legitimate requests under the Digital Millennium Copyright Act ("DMCA"), and we retain the right to remove access to user content provided via the Service that we deem to be infringing the copyright of others. If you become aware of user content on the Service that infringes your copyright rights, you may submit a properly formatted DMCA request (see 17 U.S.C. § 512) to Gather.com, Inc.
Misrepresentations of infringement can result in liability for monetary damages. You may want to consult an attorney before taking any action pursuant to the DMCA. A DMCA request can be sent to us via the contact information below:
251 LITTLE FALLS DRIVE
WILMINGTON, DE 19808
Please send our Copyright Agent the following information:
- The electronic or physical signature of the owner of the copyright or the person authorized to act on the owner's behalf;
- Identification of the copyrighted work claimed to have been infringed, or a representative list of such works;
- The URL or Internet location of the materials claimed to be infringing or to be the subject of infringing activity, or information reasonably sufficient to permit us to locate the material;
- Your name, address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf.
15.2 Your right to file a counter-notice. If you believe your user content was wrongly removed due to a mistake or misidentification of the material, you can send a counter-notice to our Copyright Agent (contact information provided above) that includes the following:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and where the material was located online before it was removed or access to it was disabled;
- A statement by you, under penalty of perjury, that you have a good faith belief that the material was removed or disabled because of mistake or misidentification of the material to be removed or disabled; and
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of federal district court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which the service provider may be found, and that you will accept service of process from the person who provided notification under DMCA 512 subsection (c)(1)(c) or an agent of such person.
Upon receiving a counter-notice we will forward it to the complaining party and tell them we will restore your content within 10 business days. If that party does not notify us that they have filed an action to enjoin your use of that content on the Service before that period passes, we will consider restoring your user content to the site.
It is our policy to deny use of the Service to users we identify as repeat infringers. We apply this policy at our discretion and in appropriate circumstances, such as when a user has repeatedly been charged with infringing the copyrights or other intellectual property rights of others.
All the things you do and all the information you submit or post to the Service remain your responsibility. Indemnity is basically a way of saying that you will not hold us legally liable for any of your content or actions that infringe the law or the rights of a third party or person in any way.
Specifically, you agree to hold us, our affiliates, officers, directors, employees, agents, and third-party service providers harmless from and defend them against any claims, costs, damages, losses, expenses, and any other liabilities, including attorneys’ fees and costs, arising out of or related to your access to or use of the Service, your violation of this user agreement, and/or your violation of the rights of any third-party or person.
To the fullest extent permitted by applicable law, the Service and the Gather Content are provided on an “as is” and “as available” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement and any warranties implied by any course of performance or usage of trade. The company does not represent or warrant that the Service and the Gather Content: (a) will be secure or available at any time or location; (b) are accurate, complete, reliable, current, or error-free or that any defects or errors will be corrected; and (c) are free of viruses or other harmful components. Your use of the Service and Gather Content is solely at your own risk. Some jurisdictions do not allow the disclaimer of implied terms in contracts with consumers, so some or all of the disclaimers in this Section may not apply to you.
18. Limitation of liability
To the fullest extent permitted by applicable law, in no event shall Gather.com, Inc. or the any related party to Gather.com, Inc., that includes but is not limited to, subsidiaries, vendors, or contractors, be liable for any special, indirect, incidental, consequential, exemplary or punitive damages, or any other damages of any kind, including, but not limited to, loss of use, loss of profits or loss of data, whether in an action in contract, tort (including, but not limited to, negligence) or otherwise, arising out of, or in any way connected with, the use of, or inability to use, the Service or the Gather Content. To the fullest extent permitted by applicable law, in no event shall the aggregate liability of Gather.com, Inc. or any related party, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of or inability to use of the Service
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the exclusions and limitations in this Section may not apply to you.
19. Modifications to the Service
We reserve the right to modify or discontinue, temporarily or permanently, the Service, or any features or portions of the Service, without prior notice. You agree that we will not be liable for any modification, suspension, or discontinuance of the Service.
Please read the following section carefully because it requires you to arbitrate certain disputes with Gather.com, Inc. and limits the way you can seek relief from Gather.com, Inc. If you do not agree with this Section 20, please discontinue using the Service.
20.1. Binding Arbitration. Except for disputes in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents, you and Gather.com, Inc.: (a) waive your right to have any and all disputes or Claims arising from this Agreement or Gather.com, Inc. (collectively, “Disputes”) resolved in a court; and (b) waive your right to a jury trial. Instead, you and Gather.com, Inc. will arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it, instead of having the Dispute decided by a judge or jury in court).
20.2. No Class Arbitrations, Class Actions or Representative Actions. You agree that any dispute is personal to you and Gather.com, Inc. and that any such dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. Neither party agrees to class arbitration or to an arbitration in which an individual makes and attempt to resolve a dispute as a representative of another individual or group of individuals. Further, you and Gather.com, Inc. agree that a dispute cannot be brought as a class, or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
20.3. Federal Arbitration Act. You agree that this Agreement affects interstate commerce and that the enforceability of this Section 20 shall be governed by, construed, and enforced, both substantively and procedurally, by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”) to the maximum extent permitted by applicable law.
20.4. Process. You agree that you will notify us in writing of any Dispute within thirty (30) days of when it arises so that the parties can attempt, in good faith, to resolve the Dispute informally. Notice to the us shall be provided by sending an email to email@example.com.
20.5. Authority of Arbitrator. As limited by the FAA, this Agreement and applicable JAMS rules, the arbitrator will have: (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute; and (b) the authority to grant any remedy that would otherwise be available in court. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’ s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
20.6. Rules of JAMS. The rules of, and additional information about, JAMS are available on the JAMS website at http://www.jamsadr.com/,
20.7. Severability. If any term, clause, or provision of this Section 20 is held invalid or unenforceable, it will be so held to the minimum extent required by law and all other terms, clauses or provisions will remain valid and enforceable. Further, the waivers set forth in Section 20.2 are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
21. Applicable Law and Venue
This Agreement and your access to and use of the Service and the Gather Content will be governed by, and construed in accordance with, the laws of New York, without resort to its conflict of law provisions. To the extent the arbitration provision in Section 20 does not apply and the Dispute cannot be heard in small claims court, you agree that any action at law or in equity arising out of, or relating to, this Agreement shall be filed only in the state and federal courts located in New York County, New York and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement.
22. Statute of Limitations
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or the gather.com must be filed within one (1) year after such claim or cause of action arose or be forever barred.
The failure of any entity to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
This Agreement is the entire agreement between you and us concerning the Service. It supersedes all prior or contemporaneous agreements between you and us. We may modify this user agreement at any time. If we make changes to this agreement that materially affect your rights, we will provide notice and keep this edition available as an archive on gather.com.