Terms of Use

These Terms of Service (these “Terms”) constitute an agreement between you, the user, and Gizer Inc. (“Gizer”, "we" or "us").  These Terms govern your access to and use of the Gizer mobile application (the “App”), the website located at www.gizer.io (the “Website”), including any content, functionality and services offered on or through the App or the Website, and any of our other products or services (collectively referred to as the “Services”), whether or not you register as a user.

 

Please read the Terms carefully because they contain provisions that affect your rights and obligations, including a mandatory arbitration provision and a waiver of your right to participate in a class action.  By using the Services, you accept and agree to be bound and abide by these Terms, our Privacy Policy and our Seller Guidelines, each located on the Website, which are incorporated herein by reference. If you do not want to agree to these Terms, the Privacy Policy or the Seller Guidelines, you must not access or use the Services.

 

Use of the Services

 

You may use the Services only if you agree to form a binding contract with Gizer and are not a person barred from receiving Services under the laws of the applicable jurisdiction.

 

You agree that you shall not create an account or access the Services if you (i) are under the age of 18, without the consent of your parent or legal guardian, or at all if you are under the age of 13, or (ii) have previously been removed by Gizer or banned from using the Services for any reason.

 

Notwithstanding the foregoing, some activities within the Services require that the participant be at least 18 years old or at least 21 years old in order to take part as a “Participant”, “Host”, “Service”, “Venue” or “Sponsor”.  Such activities will be displayed as such.  By participating in such activity, you represent and warrant that you are the legal age required and are otherwise eligible to participate in such activity. The Host of such activity will have the obligation to verify the age of all Participants of such activity where the minimum age to participate is 18 or 21 years old. Any such Host will be liable for the breach of such obligation and a breach of such obligation will result in the immediate termination of such Host’s Gizer account.

 

In any case, you represent and warrant that you are over the age of 13, as the Services are not intended for children under 13 and do not knowingly collect personal information from children under age 13.  If you are under 13 years of age, you may not use the Services.  If you are the parent or guardian of a child under the age of 13, and you have discovered that your child created an account and would like to have it deleted, please email us at [email protected] with your child’s username, email address and password.  If you submit content related to your child younger than 13, do not include personally identifying information about that child, including but not limited to name, address, email address and phone number.

 

You acknowledge and confirm that (i) you have read and understand all of the terms, conditions, policies, provisions, disclosures and disclaimers contained herein, (ii) these Terms have the same force and effect as a signed agreement, and (iii) you expressly accept and agree to be bound by the terms hereof.

 

For those users located in the United States (“U.S.”), to be eligible to register an account, to participate in any event, purchase products, or receive any Services you must: (a) be personally assigned to the email address submitted during your account registration; (b) have the power to enter into a contract with Gizer; (c) be physically located within the U.S. when accessing your account and participating in the Services; (d) be physically located within a U.S. state in which participation in the Services you select is unrestricted by that state’s laws; and (e) at all times abide by these Terms.  If any one of these requirements is not met at any time, we reserve the right to suspend or close your account with or without notice.

 

For any non-U.S. located users, to be eligible to register an account, participate in any event or receive any Services, you must (a) be a natural person who is at least 18 years of age or older, and who is personally assigned to the email address submitted during your account registration; (b) have the power to enter into a contract with Gizer; (c) be physically located in a jurisdiction in which participation in the Services you select is permitted and unrestricted by that state or country’s laws; and (d) at all times abide by these Terms.  If any one of these requirements is not met at any time, we may suspend or close your account with or without notice.

 

For skill based events in which your participation requires consideration on your behalf (i.e., Paid Entry), your participation must be in compliance with the jurisdiction from which you participate, and you represent that you have the legal capacity to enter a contract in the jurisdiction where you reside. Notwithstanding any status as a paying participant, no prize will be awarded to winners who are younger than 18 years of age and have competed without the consent of a parent or legal guardian.

 

Compliance with Laws

 

You acknowledge that various rules, regulations and laws addressing sweepstakes, contests and tournaments with entry fees and/or prizes govern your participation in certain skill based events in which your participation requires consideration on your behalf (“Gaming Laws”).  You also acknowledge that Gaming Laws are established and administered by each individual U.S. state, country, territory or jurisdiction.  Therefore, we DO NOT offer any skill based events offering cash prizes to any users participating in such events in any state in which such competitions violate its Gaming Laws (“Prohibited Jurisdictions”), and if you are located in any Prohibited Jurisdiction then you may not participate in any such competitions.   In the U.S., Prohibited Jurisdictions, as of the Last Modification date below, include: Arizona, Arkansas, Connecticut, Delaware, Florida, Illinois, Louisiana, Maryland, Montana, South Carolina, South Dakota and Tennessee.  It is your responsibility to determine whether the state, country, territory or jurisdiction in which you are located is a Prohibited Jurisdiction.  We reserve the right (but have no obligation) to monitor the location from which you access the Services, and we may block access from any Prohibited Jurisdiction.

 

In addition to Gaming Laws, you are also subject to all municipal, state and federal laws, rules and regulations of the city, state and country in which you reside and from which you access and use the Services, including without limitation U.S. export laws.  You are solely responsible for your compliance with all applicable laws.  Access to all of the Services may not be legal for some or all residents of, or persons present in, certain jurisdictions.  SERVICES ARE VOID WHERE PROHIBITED OR RESTRICTED BY APPLICABLE LAWS.  Your participation in competitions included in the Services is at your own risk, and you agree not to hold us responsible or liable if applicable laws restrict or prohibit your access or participation.

 

WE MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO THE LAWFULLNESS OF YOUR PARTICIPATION IN ANY COMPETITION OR USE OF SERVICES, NOR SHALL ANY PERSON AFFILIATED, OR CLAIMING AFFILIATION, WITH US HAVE AUTHORITY TO MAKE ANY SUCH REPRESENTATIONS OR WARRANTIES.

 

International Users

 

Gizer and the Services are operated from within the U.S.  If you access the Services from a location outside the U.S., you are responsible for compliance with the laws of that jurisdiction regarding online conduct and acceptable content. Gizer makes no claim that the content of the Services may be utilized, accessed or appropriate outside the U.S. You must not access or use the Services from a territory that is embargoed by the U.S. or from which it is illegal to receive products, services, or software from the U.S.

 

Payments and Fees

 

If you are eligible to receive prizes, winnings and other representations of winning (“Winnings”), we may require that you provide us with proof that you are, or were at the time of your participation in any applicable competition, eligible to participate in accordance with these Terms and that your participation was in accordance with these Terms. If you do not provide us with such proof (to our reasonable satisfaction) then you will not receive the relevant Winnings. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce payment to you without notice to adjust for any previous overpayment.

 

To be eligible to receive Winnings, each entrant must be the registered owner of the email address identified in the entrant’s account with an internet service provider and throughout the competition will be eligible to participate only from that account and email address. An entrant’s participation from an account other than his or her own, is void. Should a dispute arise regarding the identity of any winner, subject to all other eligibility conditions set out in these Terms, the winner shall be the person in whose name the email account was opened.

 

Employees and agents of Gizer, its content providers and advertisers, together with members of their immediate families and those living in their households, are ineligible to participate in any form of the competitions whereby winners receive premiums or payouts should their affiliation to Gizer afford them a competitive advantage over the other participants.

 

Participants will be subject to disqualification and/or blocking for (among other acts) (i) misrepresentation of eligibility, (ii) attempting in any way to impair or alter the function of the Website or third-party web sites to which the Host or Sponsor provides a link, (iii) attempting to commit any form of fraud in connection with any competition, (iv) failure when requested by the Host to furnish timely (and in any event within 30 days of the Sponsor’s request) an affidavit or declaration of eligibility in form and substance satisfactory to the host and that is legally binding in the jurisdiction of the participant’s residence or participation, (v) participating in any competition or competitions while using multiple email addresses or email accounts, and (vi) any other act which in the Host’s, or Gizer’s opinion is inconsistent with the integrity of any competition or the Host’s and/or Gizer’s goodwill or reputation.

 

Certain aspects of the Gizer platform require you to pay a fee, including but not limited to the purchase of physical products through the marketplace (the “Gizer Marketplace”).  You acknowledge and agree that all information you provide with regards to a purchase, including, without limitation, PayPal or other payment information, is accurate, current and complete. You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any billing information you provide when completing a transaction. We reserve the right, with or without prior notice, to (i) discontinue or limit the available quantity of any product/service in the Gizer Marketplace and (ii) honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions. When you purchase products through the Gizer Marketplace, you (a) agree to pay the price for such products/services set forth in the Gizer Marketplace, all shipping and handling charges and all applicable taxes in connection with your purchase (the “Full Purchase Amount”) and (b) authorize Gizer to charge your account for the Full Purchase Amount. Unless otherwise noted, all currency references are in the in-app currency, Boost, whose equivalence in U.S. dollars can be found in a user’s “Settings”. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.

 

The Gizer Marketplace offers individuals, freelancers, and businesses the opportunity to sell services or products directly to other users. As a listed business or service in the Gizer Marketplace, you agree to an affiliate revenue program with Gizer in which Gizer will retain a percentage of the price paid for said service or product.

 

Data Privacy and Personal Information

 

By agreeing to these Terms, you also consent to our Privacy Policy which is incorporated into these Terms. If you live outside the U.S., by agreeing to these Terms you consent to the transfer and processing of your personal information in the U.S. in accordance with the Privacy Policy and U.S. law.

 

You should not submit or upload personal information or any other information about yourself or others that you are not comfortable disclosing to the general public. This information will be viewable by other members of the Gizer community, may be searchable on indexing websites such as Google and may be disclosed to third parties under certain circumstances as provided in our Privacy Policy.

 

Gizer disclaims all liability for the disclosure of information that you choose to submit voluntarily. You assume all such risks with regards to your use of the Services.

 

You agree that all information you provide to register with or use the Services or otherwise is correct, current and complete and is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.  To the extent that you provide any information, including but not limited to personal information or information related to any investment transaction or transaction party, through the Services, or access or seek access to any such information through the Services, you represent, warrant and covenant that (i) you are providing or accessing only your own information or the information of others that you are authorized to provide to third parties, and you have all required consents and permissions required to share such information; (ii) the use of such information by Gizer and its representatives and users will not infringe upon or misappropriate the intellectual property rights or otherwise violate the rights of any third parties, or violate any applicable law, rule or regulation; and (iii) you will not provide any information or otherwise use the Services in a manner that is harmful, fraudulent, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that jeopardizes the security of your account in any way.

 

Third Party Links

 

The Services may link to independent third-party websites or social media widgets. Such hyperlinks are provided for your reference and convenience only. Gizer is not liable for the availability or accuracy of such third-party sources, and you assume all risk in using them. When you link to them, these third-party sites or services may place cookies and other tracking technologies on your computer and may have different rules for using or sharing any personal information you submit to them. We encourage you to read their privacy policies before submitting your personal information.

 

When you access third party websites or interact or communicate with third parties, including other users, through the Services, you do so at your own risk. Gizer is not responsible for the actions, content, information, data, practices, policies or opinions of any third parties, including other users. You are solely responsible for your interactions with other users of the Services, and any other parties with whom you interact through the Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline interaction with any other person.

 

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes, including damages for loss of profits, goodwill, use, privacy or data. We reserve the right, but have no obligation, to become involved in any way with these disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” And, if you are not a California resident, you waive any applicable state statutes of a similar effect.

 

User Accounts

 

If you choose to create an account, you will be asked to provide certain registration details or other information, such as username, password, email address, telephone number and other information that you add to your profile. You can select any username that is available, except that it cannot be an impersonation of another person, be a term that is the same or confusingly similar to a famous trademark, or be a term that is offensive in any way.  It is a condition of your use of the Services that all the information you provide is correct, current and complete. You agree that all information you provide to register with or use the Services or otherwise is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

 

You agree to keep your username and password confidential, and to not share your account with others. You agree to notify us immediately of any unauthorized access to your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your personal information.

 

You understand that Gizer provides the Services over the Internet and/or a mobile application, that such connections can be unpredictable, insecure, and unstable, and that Gizer cannot guarantee uninterrupted access to the Services. Gizer disclaims all liability in connection with any security incidents or breaches arising from or attributable to an Internet and/or data connection. You agree to waive any and all claims against Gizer in connection therewith.

 

We are constantly changing and improving our Services. We reserve the right to add or remove functionalities or features of the Services, and we may suspend or stop a Service altogether, including, for example, if you do not comply with these Terms or if we are investigating suspected misconduct. You can stop using our Services at any time. We may also stop providing Services to you, or add or create new limits to our Services or restrict your access to all or a part of the Services at any time without notice or liability.  We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period.  The right to access and use the Services is revoked in jurisdictions where it may be prohibited, if any.

 

Mobile Application

 

The App is available via a mobile device. Using your mobile device, you will have the ability to: (i) browse and post content on the Services, (ii) receive and reply to chat messages, and (iii) access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. You should check with your carrier to find out what plans are available and how much they cost. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile device, and what restrictions, if any, may be applicable to your use of such Mobile Services. By using the Mobile Services, you agree that we may communicate with you regarding Gizer and other entities by electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

 

Licenses Granted

 

Gizer grants to you a revocable, non-transferable, nonexclusive, limited and non-assignable license to access and use the Services in accordance with these Terms.  Gizer reserves all other rights in the Services not expressly granted to you.

 

You grant Gizer a worldwide, unlimited, irrevocable, royalty-free license to publicly and privately use, publish, reproduce, display, copy, edit, perform, create derivative works from, or otherwise make use of any content you submit through the Services (“User Content”). You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you, not Gizer, are fully responsible for such content, including its legality, reliability, accuracy and appropriateness. We are not responsible, or liable to any third party, for the content or accuracy of any User Content posted by you or any other user of the Services.  We cannot guarantee the identity of any other users with whom you may interact in the course of using the Services, or the authenticity of any data which users may provide about themselves. You acknowledge that all content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.

 

You grant Gizer a worldwide, unlimited, irrevocable, royalty-free license to publicly and privately use, distribute, modify, offer for sale or exploit any suggestions, ideas, criticism, or other type of feedback you make relating to the Services, with no obligation to pay you royalties or any other compensation.

 

User Conduct and Community Guidelines

 

You may use the Services only for lawful purposes and in accordance with these Terms. Without limiting the generality of the foregoing, you agree to use the Services in accordance with the provisions below:

 

  • You will only use the Services in accordance with the laws of your jurisdiction for personal, non-commercial purposes.
  • You will be respectful and considerate of other users and do your part to make Gizer a safe, supportive community for all users.
  • You will register for the Services using accurate and current information, and you will not impersonate or attempt to impersonate Gizer, a Gizer employee, another user or any other person or entity (including, without limitation, by using email addresses or user names associated with any of the foregoing).
  • You will only post User Content that is true and informative and otherwise positively impacts the substance of a conversation or topic.
  • You will not post User Content that infringes another’s intellectual property rights.
  • You may not decompile, reverse engineer, or otherwise attempt to obtain the source code of any content on the Services.
  • You will independently verify the quality, relevance or accuracy of any information posted on the Services by others.
  • You will not use, store, copy, upload, display, post, reproduce, modify, translate, republish, distribute, broadcast, transmit, create derivative works from, display, license, sell or otherwise exploit any part of the Services or content on the Services in any form whatsoever other than as expressly permitted under these Terms.
  • You will not use contact information received through the Services for phishing, spamming and other unsolicited communications or data collection.
  • You will not post unsolicited promotional content, advertising, political campaigns, contests, raffles or solicitations.
  • You will not use the Services in a manner intended to damage, disable, overburden or impair the Services or to disrupt or interfere with another's use of the Services.
  • You will not attempt to hack or otherwise gain unauthorized access to the Services or user accounts.
  • You will not use high volume, automated, or electronic means to access the Services (including without limitation robots, spiders or scripts).
  • You will not affect the display of the Services through use of framing, pop-ups or third-party ads.
  • You will not transmit malware, software viruses, Trojan horses, worms or any other malicious application to or through the Services.
  • You will not threaten, dox, or otherwise harass other users.
  • You will not post information that is inaccurate, false, fraudulent, or misleading, including submissions made under false pretenses.
  • You will not post unlawful, harassing, libelous, abusive, threatening, defamatory, vulgar, obscene, racist, harmful, or otherwise objectionable material of any kind.
  • You will not act in a manner that violates these Terms.
  • You will comply with applicable local, state, national or international laws, statutes, ordinances, rules, regulations or ethical codes governing your jurisdiction.
  • You will notify us immediately of any content of the Services that violates these Terms.

 

We have the right to: (i) remove or refuse to post any User Content for any or no reason in our sole discretion; (ii) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public or could create liability for Gizer; (iii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iv) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services; and (v) terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms.

 

YOU WAIVE AND HOLD HARMLESS GIZER AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 

We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

 

Proprietary Rights

The Services and all past, present and future content of the Services, including all software, hardware and technology used to provide the Services (including our proprietary code and third-party software), user interfaces, materials displayed or performed on the Services, such as text, graphics, articles, photographs, images, illustrations and the design, structure, sequence and “look and feel” of the Services, and all other intellectual property, including all trademarks, service marks, logos, or any other trade name, trademarks, service marks and other distinctive or proprietary brand features of Gizer, are (i) owned by Gizer, its licensors or other providers of such material, (ii) protected by U.S. and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws, (iii) are intended solely for the personal, non-commercial use of our users, and (iv) may only be used in accordance with these Terms.

 

Using our Services does not give you ownership of any intellectual property rights in our Services or any content on the Services. You may not use content from our Services, including User Content, unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any of our technology or intellectual property. You may not remove, obscure, or alter any copyright or other legal notices displayed in or along with our Services.

 

No right, title or interest in or to the Services or any content on the Services is transferred to you, and all rights not expressly granted are reserved by Gizer. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws.

 

Claims of Copyright Infringement

 

If you believe that your copyrighted work has been unlawfully copied and is accessible on the Services in a way that constitutes copyright infringement, please send a notice of copyright infringement to:

 

Gizer Inc.

Attn: Copyright Agent

326 E 35th Street

New York, NY 10016

Phone: +1 857-214-4695

Email: [email protected]

 

The notice should include:

 

  • Your full name and electronic or physical signature.

 

  • Your mailing address, phone number and email address (at which you can be contacted by us or the alleged infringer).

 

  • A statement that you are the owner, or are authorized to act on behalf of the owner, of the copyright that is allegedly infringed, and that the information in your notice is accurate.

 

  • A statement that you have a good faith belief that the disputed use of the copyrighted materials is not authorized by the copyright owner, its agent or by law, such as fair use.

 

  • A description of the copyrighted work(s) that you claim has been infringed.

 

  • A description of the location of the copyrighted materials on the Services.

 

Electronic Delivery Statement and Your Consent

 

You agree to receive legal notices and other information concerning Gizer or the Services electronically, including notice to any email address that you may provide.

 

Term and Termination

 

These Terms will remain in effect until terminated by you or Gizer. We reserve the right to terminate or change the Services or your access to the Services, without notice, at any time and for any reason, including your violation of these Terms or for business reasons. The disclaimer of warranties, limitation of liability, jurisdictional, limitation of time to file claims, indemnification and arbitration provisions survive any termination.

 

You agree that Gizer may, for any reason and without notice to you, immediately terminate or otherwise restrict your access to the Services. Gizer has no obligation to maintain, store, or transfer your information or data that you have posted on or uploaded to the Services.

 

Disclaimer of Representations and Warranties

 

THE SERVICES AND ANY ASSOCIATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER GIZER NOR ANY PERSON ASSOCIATED WITH GIZER MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY ASSOCIATED CONTENT. WITHOUT LIMITING THE FOREGOING, NEITHER GIZER NOR ANYONE ASSOCIATED WITH GIZER REPRESENTS OR WARRANTS THAT THE SERVICES OR ANY ASSOCIATED CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, UPDATED OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

 

GIZER HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

Limitation of Liability

 

YOUR USE OF THE SERVICES AND ANY CONTENT ON THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION. You may not assert claims for money damages arising from the Services or any associated content against Gizer, its affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents. Gizer, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents shall not be liable for any direct, indirect, special, incidental, consequential or punitive damages, including but not limited to personal injury, pain and suffering, emotional distress, or loss of revenue, profits, goodwill or data, whether caused by tort (including negligence), breach of contract or otherwise, even if we knew or should have known of the possibility of such damages, arising out of or in connection with (i) your use, or inability to use, the Services or any associated content or User Content, (ii) any interaction with any third party through or in connection with the Services, including other users, (iii) any information offered or provided within or through the Services regarding investment advice or otherwise, including by investment professionals, or (iii) any other matter relating to the Services. In no event shall Gizer, its affiliates, licensors or service providers, or our respective employees, contractors, officers, directors and agents be liable to you in the aggregate (for all potential claims by you) for any damages incurred in excess of one hundred dollars ($100). Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the extent permitted by law.

 

YOU EXPRESSLY UNDERSTAND THAT GIZER IS NOT LIABLE FOR ANY HARM THAT RESULTS FROM ANY GAMES, SERVICES, SPONSORS, TOURNAMENTS, LEAGUES, SPORTS OR OTHER ACTIVITIES YOU ENGAGE IN THROUGH THE SERVICES, INCLUDING ANY HARM THAT RESULTS FROM ANY CONDUCT OF OTHER USERS.

 

Indemnification

 

You are solely legally liable if your use or misuse of the Services or any associated content causes damage to the Services, to you, or to someone or something else. You agree to defend, indemnify, and hold harmless Gizer, its affiliates, licensors and service providers, and our respective employees, contractors, officers, directors and agents from and against all liabilities, claims, damages, judgment, awards, losses, costs, expenses, fines or fees (including attorney's fees and investigation costs), that arise from or relate to your use or misuse of the Services, your User Content or violation of these Terms or violation of a third party’s rights. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

 

Limitation on Time to File Claims

 

Any cause of action or claim you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action is permanently barred.

 

Choice of Law and Jurisdiction

 

You agree that the laws of the State of New York and U.S. federal law govern these Terms, your use of the Services, and any claim or dispute that you may have against Gizer, without regard to New York’s conflict of laws rules. You consent to the personal and exclusive jurisdiction of the federal and state courts of New York, New York. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

 

Binding Arbitration

 

In the rare event you have a dispute with Gizer, we encourage you to contact us immediately so we can work together toward a satisfactory resolution.  If we cannot come to a resolution, you agree that any claims, disputes, demands, counts, controversies, or causes of action between you and Gizer arising out of or relating to these Terms, the Services, including the enforceability of these Terms or our Privacy Policy or information practices will be finally and exclusively resolved by binding arbitration on an individual basis only (except as stated below). The arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.

 

You understand that you are waiving your right to have your claims heard in court by a judge or jury. An arbitration award is as enforceable as a court order and is subject to only limited review by a judge. You also understand and agree that this arbitration provision prevents you from participating as a plaintiff or as a class member in any purported class action or representative proceeding.

 

Arbitration will be subject to the Federal Arbitration Act, and shall be commenced and conducted by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes, as amended by this provision, by one arbitrator that is acceptable to both parties.  You can find out more AAA and how to file an arbitration claim at www.adr.org or by calling 800-778-7879.

 

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA rules and, where appropriate, limited by the AAA Consumer Rules. In the event you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Gizer will pay as much of your filing, administrative, and arbitrator fees in connection with the arbitration as the arbitrator deems necessary to prevent arbitration from being cost-prohibitive. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Gizer for all fees associated with the arbitration paid by Gizer on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.

 

The arbitration will be conducted through written submission, unless the arbitrator determines that a telephonic hearing is required.  Except as otherwise provided in these Terms, you and Gizer may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Gizer shall be exclusively brought in the state or federal courts of New York, New York.

 

Despite this provision, you may file a claim in a small claims court that has jurisdiction to hear the matter.

 

Severability and Integration

 

These Terms and any supplemental terms, policies, rules and guidelines posted on the Services constitute the entire agreement between you and Gizer. If any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

 

General Provisions

 

You may not assign these Terms without Gizer’s prior written approval. Gizer may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Gizer’s business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you and Gizer as a result of these Terms or your use of the Services. Our failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Gizer in writing.

 

Contact

 

The Services are operated by Gizer. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to us at [email protected]

 

Changes to these Terms

 

We may modify these Terms at any time in our sole discretion. We will post notice of changes to these Terms on the Website and/or the App. Changes will not apply retroactively and will only become effective when (i) you use the Services after you know about the change, or (ii) thirty days after they are posted (whichever is sooner). However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. We will also update the Last Modified date below accordingly. Your continued use of the Services after the Last Modified date signifies your consent to the modified Terms. You are expected to check this page frequently so you are aware of any changes, as they are binding on you. If the modified Terms are not acceptable to you, you should not access or use the Services after the Last Modified date.

 

Last Modified: July 15, 2017

 

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