Welcome to Gaonic®, a service provided by Gaonic Limited (“Gaonic”, “we” “our”, or “us”).
These Terms of Use govern your use of Gaonic.com, our mobile and desktop apps(our "Apps") and all related players, widgets, tools, applications, data, software, APIs(which may also be subject to separate API Terms of Use) and other services provided by Gaonic (the “Services”).
These Terms of Use, together with our Privacy Policy, Cookies Policy, Community Guidelines and any other terms specifically referred to in any of those documents,constitute a legally binding agreement (the “Agreement”) between you and Gaonic in relation to your use of the Website, Apps and Services (together, the “Platform”).
These Terms of Use are divided into the following sections:
Please read these Terms of Use, our Privacy Policy and Community Guidelines, very carefully. If you do not agree to any of the provisions set out in those documents, you should not use the Website, Apps or any of the Services. By accessing or using the Platform, registering an account, or by viewing, accessing, uploading or following any information or things from or to the Platform, you represent and warrant that you have read and understood the Terms of Use, Privacy Policy, Cookies Policy and Community Guidelines, will abide by them.
We reserve the right to change, alter, replace or otherwise modify these Terms of Use at any time. The date of last modification is stated at the end of these Terms of Use. It is your responsibility to check this page from time to time for updates.
When we make any updates to these Terms of Use, we will highlight this fact on the Website. In addition, if you register an account and these Terms of Use are subsequently changed in any material respect (for example, for security, legal, or regulatory reasons), we will notify you in advance by sending a message to your Gaonic® account and/or an email to the email address that you have provided to us, and the revised Terms of Use will become effective six (6) weeks after such notification. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the Termination section below during such six (6) week period, your continued use of the Platform after the end of that six (6) week period will constitute your acceptance of the revised Terms of Use.
The Platform is a hosting service. Registered users of the Platform may submit, upload and post any type of sensor (“Thing”), which will be stored by Gaonic at the direction of such registered users, and may be shared and distributed by such registered users, and other users of the Platform, using the tools and features provided as part of the Platform and accessible via the Website, Apps and elsewhere. The Platform also enables registered users to interact with one another and to contribute to discussions, and enables any user of the Website, Apps or certain Services (who may or may not be registered users of the Platform) to view and share Things uploaded and made available by registered users.
We may, from time to time, release new tools and resources on the Website, release new versions of our Apps, or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use as well as any additional terms of use that we may release for those specific services or features.
You are not obliged to register to use the Platform. However, access to the Apps and certain Services is only available to registered users.
When you register to use the Platform, you will provide us with your email address or any social account you have, and will choose a username and password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself will be treated in accordance with our Privacy Policy
You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorized by you.
If your username or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify Gaonic in writing, and should change your password at the earliest possible opportunity.
We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or our Community Guidelines, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.
You may terminate your account at any time as described in the Termination section below.
Subject to your strict compliance with these Terms of Use and our Community Guidelines, Gaonic grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Platform in order to view Things uploaded and posted to the Website, to follow things from the Platform and to share using the features of the Platform where the appropriate functionality has been enabled by the user who uploaded the relevant Things (the “Uploader”).
In addition, if you register to use the Platform, and subject to your strict compliance with these Terms of Use and our Community Guidelines, Gaonic grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to:
(i) Submit, upload or post Things to the Platform strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Website from time to time;
(ii) Participate in the community areas and communicate with other members of the Gaonic® community strictly in accordance with these Terms of Use and our Community Guidelines and
(iii) Use or Apps and other Services provided as part of the Platform strictly as permitted in accordance with these Terms of Use and any other terms applicable to those Apps or Services from time to time.
The above licenses are conditional upon your strict compliance with these Terms of Use and our Community Guidelines, including, without limitation, the following:
(i) You must not alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than Your Things).
(ii) You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Things.
(iii) You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
(ix) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation.
(x) You must not rent, sell or lease access to the Platform, or any Things on the Platform, although this shall not prevent you from including links from Your Things to any legitimate online download store from where any item of Your Things may be purchased.
(xi) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
(xii) You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Gaonic employee.
(xiii) You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person.
(xiv) You must not sell or transfer, or offer to sell or transfer, any Gaonic account to any third party without the prior written approval of Gaonic.
(xv) You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
(xvi) You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Gaonic or any Uploader; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Gaonic’s servers, system or network or attempt to breach Gaonic’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Gaonic’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Gaonic under these Terms of Use, Gaonic reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and co-operate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.
You agree to comply with the above conditions, and acknowledge and agree that Gaonic has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.
Any and all the Things, data or information that you upload, store, transmit, submit, exchange or make available to or via the Platform (hereinafter "Your Things") is generated, owned and controlled solely by you, and not by Gaonic.
Gaonic does not claim any ownership rights in Your Things, and you hereby expressly acknowledge and agree that Your Things remains your sole responsibility.
Without prejudice to the conditions set forth in Your Use of the Platform you must not upload, store, distribute, send, transmit, display, perform, make available or otherwise communicate to the public any Things to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected material within Your Things (including by way of reproduction, distribution, modification, adaptation, public display, public performance, preparation of derivative works, making available or otherwise communicating to the public via the Platform) may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform as described in the Repeat Infringers section below, and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rights holder.
We may, from time to time, invite or provide you with means to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and Gaonic shall have the right, but not the obligation, to use such feedback on an unrestricted basis.
By uploading or posting Your Things to the Platform, you initiate an automated process to transcode any Sensor Content and direct Gaonic to store Your Things on our servers, from where you may control and authorize the use, reproduction, transmission, distribution, public display, public performance, making available and other communication to the public of Your Things on the Platform and elsewhere using the Services. To the extent it is necessary in order for Gaonic to provide you with any of the aforementioned hosting services, to undertake any of the tasks set forth in these Terms of Use and/or to enable your use of the Platform, you hereby grant such licenses to Gaonic on a limited, worldwide, non-exclusive, royalty-free and fully paid basis.
By uploading Your Things to the Platform, you also grant a limited, worldwide, non- exclusive, royalty-free, fully paid up, license to other users of the Platform, and to operators and users of any other websites, apps and/or platforms to which Your Things has been shared or embedded using the Services (“Linked Services”), to use, copy, repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, Your Things utilizing the features of the Platform from time to time, and within the parameters set by you using the Services. You can limit and restrict the availability of certain of Your Things to other users of the Platform, and to users of Linked Services, at any time using the settings on the profile page for each sensor you upload, subject to the provisions of the section below. Notwithstanding the foregoing, nothing in these Terms of Use grants any rights to any other user of the Platform with respect to any proprietary name, logo, trademark or service mark uploaded by you as part of Your Things (for example, your profile picture) (“Marks”), other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of reposting sensors with which you have associated those Marks.
The licenses granted in this section are granted separately with respect to each item of Your Things that you upload to the Platform. Licenses with respect to and any images or text within your account, will (subject to the following paragraph of these Terms of Use) terminate automatically when you remove such Things from your account. Licenses with respect to comments or other contributions that you make on the Platform will be perpetual and irrevocable, and will continue notwithstanding any termination of your account.
Removal of Things from your account will automatically result in the deletion of the relevant files from Gaonic’s systems and servers.
Any things other than Your Things is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Things may not be reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Platform from time to time and within the parameters set by the Uploader on the Platform or with the express written consent of the Uploader. Where you repost another user’s Things, or include another user’s Things in a set, you acquire no ownership rights whatsoever in that Things. Subject to the rights expressly granted in this section, all rights in Things are reserved to the relevant Uploader.
You hereby represent and warrant to Gaonic as follows:
(i) Your Things, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use, and (if and where relevant) to authorize Gaonic to use, Your Things pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public Your Things, and each and every part thereof, on, through or via the Website, any and all Services and any Linked Services.
(ii) Your Things and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.
(iii) You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Things in order to include their name, voice, performance or likeness in Your Things and to publish the same on the Platform and via any Linked Services.
(iv) Your Things, including any comments that you may post on the Website, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
(v) Your Things does not and will not create any liability on the part of Gaonic, its ubsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
Gaonic reserves the right to remove Your Things, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Things breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.
"You hereby acknowledge and agree that Gaonic"
(i) Stores Things and other information at the direction, request and with the authorization of its users,
(ii) Acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Thing, and
(iii) Plays no active role and gives no assistance in the presentation or use of the Thing. You are solely responsible for all of Your Things that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Gaonic excludes all liability with respect to all Things (including Your Things) and the activities of its users with respect thereto.
You hereby acknowledge and agree that Gaonic cannot and does not review the Content created or uploaded by its users, and neither Gaonic nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders has any obligation, and does not undertake or assume any duty, to monitor the Platform for Things that is inappropriate, that does or might infringe any third party rights, or has otherwise been uploaded in breach of these Terms of Use or applicable law.
Gaonic and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Things uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Gaonic or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
If you discover any Content on the Platform that you believe infringes your copyright, please report this to us using any of the methods outlined on our Copyright Information pages.
If you would prefer to send us your own written notification, please make sure that you include the following information:
In addition, if you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), please also include the following:
Your notice should be sent to us by email to copyright@Gaonic.com If you wish for your notice to be considered as a notice pursuant to the United States Digital Millennium Copyright Act 17 U.S.C. §512(c), your notice should be sent to Gaonic’s designated copyright agent by email to: copyrightagent@gaonic.com
The foregoing process applies to copyright only. If you discover any Content that you believe to be in violation of your trademark rights, please report this to us by email at trademarks [at] Gaonic.com In all other cases, if you discover Content that infringes any or violates any of your other rights, which you believe is defamatory, pornographic, obscene, racist or otherwise liable to cause widespread offence, or which constitutes impersonation, harassment, spam or otherwise violates these Terms of Use, our Community Guidelines or applicable law, please report this to us at legal [at] Gaonic.com
The Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, Linked Services (hereinafter “External Services”).
Gaonic does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Gaonic does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.
External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by Gaonic with respect to the Platform. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.
You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.
Gaonic disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against Gaonic with respect to the content or operation of any External Services.
Notwithstanding the fact that Gaonic has no legal obligation to monitor the Content or the Things on the Platform, Gaonic reserves the right to block, remove or delete any Content or Things at any time, and to limit or restrict access to any Things or Content, for any reason and without liability, including without limitation, if we have reason to believe that such Things does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, our Community Guidelines or applicable law, or is otherwise unacceptable to Gaonic.
Please also note that individual Uploaders have control over the Things that they post in their account from time to time, and may remove any or all Things or other Things without notice. You have no right of continued access to any particular item of Things and Gaonic shall have no liability in the event that you are unable to access an item of Things due to its removal from the Platform, whether by Gaonic or the relevant Uploader.
Gaonic will suspend or terminate your access to the Platform if Gaonic determines, in its reasonable discretion, that you have repeatedly breached these Terms of Use or our Community Guidelines.
If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of Your Things infringes the copyright or other rights of such third party, or if we believe that your behavior is inappropriate and violates our Community Guidelines, we will send you a written warning to this effect. Any user that receives more than two of these warnings is liable to have their access to the Platform terminated forthwith.
We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Gaonic at its discretion.
THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, THE APPS AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, THE APPS OR OTHERWISE, ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS”.
WHILST GAONIC USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO GAONIC’S ATTENTION, GAONIC MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE WEBSITE, THE APPS, THE SERVICES OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. GAONIC DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GAONIC DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR URISDICTION.
GAONIC AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.
IN NO EVENT SHALL GAONIC’S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT EXCEED THE AMOUNTS (IF ANY) PAID BY YOU TO GAONIC DURING THE PREVIOUS TWELVE (12) MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
GAONIC AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:
1. ANY LOSS OR DAMAGE ARISING FROM:
(A) YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, OR TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE PLATFORM;
(B) ANY CHANGES THAT GAONIC MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;
(C) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY GAONIC OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE PLATFORM;
(D) ANY ERRORS OR OMISSIONS IN THE PLATFORM’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;
(E) YOUR FAILURE TO PROVIDE GAONIC WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR USERNAME OR PASSWORD SUITABLY CONFIDENTIAL;
2. ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA (INCLUDING YOUR CONTENT), OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH; AND/OR
3. ANY LOSS OF PROFITS, OR ANY LOSS YOU SUFFER WHICH IS NOT A FORESEEABLE CONSEQUENCE OF GAONIC BREACHING THESE TERMS OF USE. LOSSES ARE FORESEEABLE WHERE THEY COULD BE CONTEMPLATED BY YOU AND GAONIC AT THE TIME YOU AGREE TO THESE TERMS OF USE, AND THEREFORE DO NOT INCLUDE ANY INDIRECT LOSSES, SUCH AS LOSS OF OPPORTUNITY.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM MUST BE NOTIFIED TO GAONIC AS SOON AS POSSIBLE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND GAONIC AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND GAONIC, AND THAT GAONIC’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
NOTHING IN THESE TERMS OF USE LIMITS OR EXCLUDES THE LIABILITY OF GAONIC, ITS SUBSIDIARIES, SUCCESSORS, ASSIGNS, OR THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND/OR SHAREHOLDERS: (I) FOR ANY DEATH OR PERSONAL INJURY CAUSED BY ITS OR THEIR NEGLIGENCE, (II) FOR ANY FORM OF FRAUD OR DECEIT, (III) FOR ANY DAMAGES CAUSED WILFULLY OR BY GROSS NEGLIGENCE, OR (IV) FOR ANY FORM OF LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
You hereby agree to indemnify, defend and hold harmless Gaonic, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:
(i) Any violation by you of these Terms of Use or our Community Guidelines;
(ii) Any third party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of Your Things on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of Your Things by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of Your Things;
(iii) Any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Gaonic.
All personal data that you provide to us in connection with your use of the Platform is collected, stored, used and disclosed by Gaonic in accordance with our Privacy Policy. In addition, in common with most online services, we use cookies to help us understand how people are using the Platform, so that we can continue to improve the service we offer. Our use of cookies, and how to disable cookies, is explained in our Cookies Policy. By accepting these Terms of Use and using the Platform, you also accept the terms of the Privacy Policy and our Cookies Policy.
Gaonic reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Gaonic shall use its reasonable endeavors to notify registered users of such decision in advance.
You hereby agree that Gaonic and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website, Apps and/or any Services that Gaonic may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.
Gaonic may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of its Accounts from time to time. In the event of any increase in the price or material reduction in the features of any Account to which you have subscribed, such change(s) will be communicated to you and will only take effect with respect to any subsequent renewal of your subscription. In all other cases, where Gaonic proposes to make changes to any type of account to which you subscribe (Account or otherwise), and these changes are material and to your disadvantage,
Gaonic will notify you of the proposed changes by sending a message to your Gaonic® account and/or an email to the then current email address that we have for your account, at least six (6) weeks in advance. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account as described in the section below during such six (6) week period, your continued use of your account after the end of that six (6) week period will constitute your acceptance of the changes to your account.
You may terminate this Agreement at any time by sending notice in writing to Gaonic confirming such termination, by removing all of Your Things from your account, by deleting your account and thereafter by ceasing to use the Platform. If you have a Biz Account, and terminate this Agreement before the end of your subscription, we are unable to offer any refund for any unexpired period of your subscription.
Gaonic may suspend your access to the Platform and/or terminate this Agreement at any time if (i) you are deemed to be a Repeat Infringer as described above; (ii) You are in breach of any of the material provision of these Terms of Use or our Community Guidelines, including without limitation, the provisions of the following sections: Your Use of the Platform, Your Things, Grant of License, and Your Representations and Warranties; (iii) Gaonic elects at its discretion to cease providing access to the Platform in the jurisdiction where you reside or from where you are attempting to access the Platform, or (iv) In other reasonable circumstances as determined by Gaonic at its discretion. If you have a Biz Account and your account is suspended or terminated by Gaonic pursuant to (i) or (ii) above, you will not be entitled to any refund for any unexpired period of your subscription. If your account is terminated pursuant to (iii) or (iv), refunds may be payable at the reasonable discretion of Gaonic.
Once your account has been terminated, any and all Content residing in your account, or pertaining to activity from your account, will be irretrievably deleted by Gaonic, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as Gaonic assumes no liability for any material that is irretrievably deleted following any termination of your account. Gaonic is not able to provide you with any .csv or other similar file of data relating to activity associated with your account, whether before or after termination or cancellation. This data is provided and is accessible only for viewing via your account page on the Website for as long as your account is active.
If you access the Platform via any of our Apps or via any third party app connected to your account, deleting that app will not delete your account. If you wish to delete your account, you will need to do so from the Account page within your Settings on the Website.
The provisions of these Terms of Use that are intended by their nature to survive the termination or cancellation of this Agreement will survive the termination of this Agreement, including, but not limited to, those Sections entitled Your Gaonic Account, Your Things, Grant of License, Representations and Warranties, Liability for Content, Disclaimer,Limitation of Liability, Indemnification, Termination and Right of Cancellation, Entire Agreement, and Applicable Law and Jurisdiction, respectively.
Gaonic may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Gaonic. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Gaonic.
Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.
These Terms of Use, together with the Community Guidelines, Privacy Policy and Cookies Policy, constitute the entire agreement between you and Gaonic with respect to your use of the Platform (other than any use of Gaonic’s APIs which may also be subject to separate API Terms of Use), and supersede any prior agreement between you and Gaonic. Any modifications to this Agreement must be made in writing.
These Terms of Use are not intended to give rights to anyone except you and Gaonic. This does not affect our right to transfer our rights or obligations to a third party as described in the Assignment to Third Parties section.
Except where otherwise required by the mandatory law of the United States or any member state of the European Union
(i) This Agreement is subject to the laws of the TBD, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and excluding the principles of conflict of laws (international private law); and
(ii) You hereby agree, and Gaonic agrees, to submit to the exclusive jurisdiction of the courts in TBD for resolution of any dispute, action or proceeding arising in connection with this Agreement.
The foregoing provisions of this Applicable Law and Jurisdiction section do not apply to any claim in which Gaonic seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by Gaonic or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Gaonic, including with respect to Your Things, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms of Use.
The services hereunder are offered by Gaonic Limited, a company incorporated under the laws of England & Wales and with its main place of business at TBD. You may contact us by sending correspondence to the foregoing address or by emailing us at contact (at)Gaonic.com. If you are a resident of the State of California, you may have these Terms of Use mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms of Use.