Terms and Conditions

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY GAGGLEAMP, INC. THIS AGREEMENT SETS FORTH LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.GAGGLEAMP.COM AND ALL SERVICES PROVIDED BY GAGGLEAMP, INC. ON THE WEBSITE.

The following terms and conditions govern all use of the GaggleAMP.com website and all content, services and products available at or through the website ("Website") by the user ("user" "you" "your"). The Website is owned and operated by GaggleAMP Inc. ("GaggleAMP" "we" "us" "our"). The Website is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, GaggleAMP's Privacy Policy and procedures that may be published from time to time on this Website by GaggleAMP (collectively, the "Agreement").

Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, you agree to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any services. If these terms and conditions are considered an offer by GaggleAMP, acceptance is expressly limited to these terms. The Gaggle Manager component of the Website is available only to individuals who are at least 18 years old.

This Agreement applies to all users of, and visitors , the Website, including without limitation users who are organizations (including corporations, LLCs, partnerships, sole proprietorships, non-profits, enterprises, or otherwise) that purchase GaggleAMP’s services and establish a Gaggle through the Website (“Gaggle Operator”), the individual(s) that the Gaggle Operator selects to manage their Gaggle (“Gaggle Manager”), and any third party that participates in the Gaggle, which may include the Gaggle Manager, Gaggle Operator employees, contractors, customers, brand ambassadors, third-parties, or otherwise (“Gaggle Members”).

GaggleAMP is an online platform that allows Gaggle Operators to amplify their social media engagement by making sharing and posting of content easier, utilizing our online platform tools, and providing the Gaggle Operator with superior analytics and metrics. Through the Gaggle Operator’s Gaggle, the Gaggle Member is provided with ease of access to and ability to share and engage with the Gaggle Operator’s content.

You agree that GaggleAMP is a platform only, that GaggleAMP is not monitoring or controlling the Content that is shared between Gaggle Operators and/or Gaggle Members and therefore GaggleAMP IS not responsible or liable for any Content including, but not limited to, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, and links posted by you or other users on GaggleAMP. GaggleAMP does not guarantee continuous, uninterrupted access to the Website, and operation of the Website may be interfered with by numerous factors outside GaggleAMP’s control. You use the GaggleAMP service at your own risk. Furthermore, GaggleAMP cannot guarantee the true identity, age, and/or nationality of a user.

SECTION I.: TERMS FOR GAGGLE OPERATORS AND GAGGLE MANAGERS

  1. Master Services Agreement. In the event that a Gaggle Operator has entered into a Master Services Agreement (“MSA”) with GaggleAMP, which governs the services being provided to the Gaggle Operator by GaggleAMP through the Website, such MSA shall supersede this Section I. Terms for Gaggle Operators and Gaggle Managers. The MSA shall not supersede Section II. Terms for Gaggle Members, and all users of the Website shall continue to be bound by the terms thereof.
  1. Your Gaggle. Gaggle Operators are responsible for maintaining the security of their account, Gaggle, and all content posted to, shared, or transmitted through the Website. The Gaggle Operator is fully responsible for all activities that occur under or through their account, including, but not limited to, the actions of the Gaggle Manager(s) and Gaggle Members(s) and any other actions taken in connection with their Gaggle. Gaggle Operators must immediately notify GaggleAMP of any unauthorized uses of their Gaggle, account, or any other breaches of security related to their use of the GaggleAMP services. GaggleAMP will not be liable for any acts or omissions by You, including any damages of any kind incurred as a result of such acts or omissions. Any Content you generate and all trademarks, service marks, graphics, and logos provided by you, shall remain your property. You hereby provide GaggleAMP with a license to use your name, logo, and website, for GaggleAMP’s promotional purposes (e.g., in GaggleAMP’s portfolio, on the Website(s) or otherwise).
  2. Responsibility of Gaggle Operators. If you operate a Gaggle, the Gaggle Manager shall be able to share content, including, but not limited to data, text, information, reviews, posts, usernames, graphics, images, photographs, profiles, audio, video, links, software, Gaggle Member Content, and/or video, via your Gaggle and create, incentives, contests of sweepstakes that are communicated via the Gaggle (any such incentive, "Rewards"), or otherwise make (or allow any third party to make) material available by means of the Website (any such material, "Content"). You are entirely responsible for the content of, legal requirements and/or costs associated with, and any harm resulting from, that Content and/or Rewards.

By making Content available, you represent and warrant that:

a. the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;

b.The Gaggle Operator has the right to share such Content via the Gaggle and the Gaggle Manager has received permission from the Gaggle Operator to share such Content via the Gaggle.

c. you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully communicate to end users any required terms or limitations of such licenses;

d. the Content does not contain or install any viruses, worms, malware, Trojan horses, or other harmful or destructive content;

e. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);

f. the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, does not constitute harassment or illegal activity, and does not violate the privacy or publicity rights of any third party;

g. your Gaggle is not named in a manner that misleads your Gaggle Members into thinking that you are another person or company. For example, your Gaggle's name is not the name of a person other than yourself or a company/organization other than your own or one that you have explicit permission from the named organization to utilize their name for your Gaggle.

h. Any Content posted, uploaded, shared, or used by you through your Gaggle becomes available to all Gaggle Members and may become publicly available on the internet and through third-party websites.

     4. Payment, Renewal and Support.
  1. After the free trial period ("Trial"), use of the Website is contingent upon payment of fees. GaggleAMP provides paid subscription services (the "Subscription") to you, for a fee (the “Fee(s)”), subject to the terms and conditions contained in this Agreement and the Privacy Policy. If you elect to access any paid component of the Website, you agree to pay all Fees associated with that paid component on a timely basis. You may purchase a Subscription access to the GaggleAMP services on an annual or monthly basis (the "Access Period"). Unless otherwise stated, all Fees are due and payable in advance, are non-refundable, and are exclusive of any applicable federal, state, telecommunications, excise, municipal taxes or duties, including VAT and GST, or other local taxes (“Applicable Taxes”). All such Fees will be charged to the payment method you provided when you elected to access that paid component of the Website. You agree to maintain a valid, accurate, and up to date payment method during the term of your use of such Services. You further agree to keep your contact and account information current, including your address, telephone number, and email address. You can update your information in your Manager Dashboard on the Website. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to GaggleAMP, and accept responsibility for all activities that occur under your account or password and for restricting access to your computer(s) or phone(s). You will comply with all laws applicable to your activities on the Website and with this Agreement.
  2. Your ability to access and use your chosen Subscription commences on the date GaggleAMP makes the services available to you following your registration for such Subscription and remittance of the Fee and Applicable Taxes, if any, and continues until the end of the applicable Access Period. GaggleAMP will automatically renew or commence your Subscription for a new Access Period by charging the associated Fee plus any Applicable Taxes to the payment method you provided unless you cancel your Subscription as provided below.
  3. Unless you affirmatively opt-out of automatic renewal at least thirty (30) days prior to the end of the then-current Access Period (as applicable), you hereby authorize GaggleAMP to renew or commence your Subscription automatically at the end of each Access Period for a new Access Period. If you opt-out of automatic renewal, your Subscription will expire and your access to the GaggleAMP services will cease at the end of your Subscription Access Period. In order to continue to access your account and the services after your Access Period has expired, you will need to purchase a new Subscription. GaggleAMP assumes no responsibility or liability if your Subscription fails to renew or otherwise expires because of outdated or incorrect payment information. You are limited to the number of Gaggle Members that may participate, per Gaggle, based on your Subscription level. You may upgrade your Subscription level at any time an upgrade is available.
  4. You may cancel your Subscription at any time through the Gaggle Manager Dashboard. If you cancel your Subscription during your current Access Period, your access to the Subscription will continue until the end of your then-current Access Period, at which point it will expire. Purchase and/or redemption of your Subscription is final and non-refundable; GaggleAMP will not issue you any refund, including partial, pro-rated, or otherwise unless required to do so by law.
  5. GaggleAMP reserves the right to modify, offer additional, or cease offering its services at any time in its sole discretion, including but not limited to changes in Fees, or modifying the features and functionality of the Website and any Subscription level. If we cease offering your current Subscription level, your access to your Subscription will continue until the end of your then-current Access Period, when commercially feasible. We will provide you with thirty (30) days prior notice via email before changes in Subscriptions or Fees take effect. Any changes to the Subscription or Fees will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current Access Period.
  6. Support. Subscriptions include access to email support. "Email support" means the ability to make requests for technical support assistance by email at any time (with reasonable efforts by GaggleAMP to respond within one business day). All support will be provided in accordance with GaggleAMP standard support practices, procedures, and policies.
  7. Termination. GaggleAMP may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Upon such termination, GaggleAMP will terminate and not bill for any future subscription payments.

SECTION II. TERMS FOR GAGGLE MEMBERS

          1. Your Account.
  1. In order to access the service, you must register for an account with GaggleAMP. To complete your registration, you will provide your full legal name, email address and create a password. You are responsible for maintaining the confidentiality of your password and account. You are solely responsible for any authorized or unauthorized access to your account by any person and any Fees incurred from use of the service with your password. You are further responsible for any and all liability and/or damage resulting from your failure to maintain password confidentiality. It is important for you to protect against unauthorized access to your computer. Be sure to log off when you finish using a shared computer. You agree to immediately notify GaggleAMP of any unauthorized use of your password or any breach of security. You also agree that GaggleAMP cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You represent and warrant that all registration information you submit is accurate and truthful. GaggleAMP may, in its sole discretion, refuse to offer access to or use of the Website to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Website is revoked in such jurisdictions. You must keep your account information up-to-date and accurate at all times, including a valid email address.
  2. You may not transfer or sell your GaggleAMP account and User ID to another party. If you are registering as a business entity (corporation, LLC, partnership, non-profit, enterprise, third-party business, or other similar structure), you represent, warrant, and personally guarantee that the entity is in good standing and that you have the authority to bind said entity to this Agreement.
  3. GaggleAMP's services are not available to cancelled or temporarily or indefinitely suspended GaggleAMP users. GaggleAMP reserves the right, in GaggleAMP's sole discretion, to cancel unconfirmed, active or inactive accounts. GaggleAMP reserves the right to refuse service to anyone, for any reason, at any time.
  4. You will provide all equipment and services and be responsible for all internet, electricity, telephone and other charges necessary to access the service and the Website. You agree to comply with all laws applicable to your activities on the Website and with the terms of this Agreement. You acknowledge that from time to time the Service or the Website may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of GaggleAMP or which are not reasonably foreseeable by GaggleAMP.

    2. Responsibility of Website Users. GaggleAMP has not reviewed, and cannot review, all of the Content including messages; posted to a Gaggle, and cannot therefore be responsible for that material's content, use or effects. By operating the Website, GaggleAMP does not represent or imply that it endorses the material posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. GaggleAMP disclaims any responsibility for any harm resulting from your use of the Website, or from any downloading or sharing by any user of content posted, unless such harm was caused by the willful wrongdoing of GaggleAMP.

    3. Website Use and Limitations of Use. We are authorizing you to use the features of the Website which correspond to your Subscription or participation as a Gaggle Member, as applicable, in accordance with this Agreement.

    a. As a condition of your use of the Website, you warrant to us that you will not use the Website for any purpose that is unlawful or prohibited by this Agreement. You may not use the Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party's use and enjoyment of the Website. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Website.

    b. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party GaggleAMP or its content in any way; (ii) modify or make derivative works based upon GaggleAMP or its content; (iii) "frame" or "mirror" any of its content in any other server or wireless or Internet-based device; or (iv) reverse engineer or access GaggleAMP in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of GaggleAMP, or (c) copy any ideas, features, functions or graphics of GaggleAMP.

    c. You agree not to access (or attempt to access) the Website by any means other than through the Website or other interface provided to you by us, unless you have been specifically allowed to do so in a separate agreement with us. You specifically agree not to access (or attempt to access) the Website through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any instructions and policies present on the Website.

    d. You hereby represent and warrant that you will not (i) upload, download, post, email or otherwise transmit any Content in a fraudulent manner/for the purposes of committing a fraud; (ii) upload, download, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, trade libelous, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property; (iii) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (iv) upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party (v) upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law; (vi) use the Service to harm minors in any way, including, but not limited to, uploading Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct, or upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children; (vii) upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (viii) copy, modify or distribute rights or Content from the Website, service or tools or GaggleAMP’s copyrights and trademarks; (ix) harvest or otherwise collect information about users without their consent; (x) violate this Agreement, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, CAN-SPAM, anti-discrimination or false advertising)

    e. You acknowledge that GaggleAMP and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Website. GaggleAMP and its designees shall have the right to remove, without prior notice, any Content that violates the Agreement or is otherwise objectionable to GaggleAMP. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

    f. YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT WHICH YOU MAKE AVAILABLE THROUGH GAGGLEAMP AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT. YOU HEREBY REPRESENT AND WARRANT TO US THAT THIS AGREEMENT CONSTITUTES YOUR LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS; AND THAT THE ACKNOWLEDGEMENT OF AND PERFORMANCE BY YOU OF THIS AGREEMENT ARE WITHIN YOUR LEGAL CAPACITY AND POWER; HAVE BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON YOUR PART; REQUIRE THE APPROVAL OR CONSENT OF NO OTHER PERSONS; AND NEITHER VIOLATE NOR CONSTITUTE A DEFAULT UNDER THE (I) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE TO WHICH YOU ARE SUBJECT OR WHICH IS BINDING UPON YOU, OR (II) THE TERMS OF ANY OTHER AGREEMENT, DOCUMENT OR INSTRUMENT APPLICABLE TO YOU OR BINDING UPON YOU.

    4. GaggleAMP’s Rights to and Use of Content. We are authorizing you to use the features of the Website which correspond to your Subscription or participation as a Gaggle Member, as applicable, in accordance with this Agreement.

    a. GaggleAMP does not claim ownership rights in your Content. You grant GaggleAMP a license to use your Content, solely to enable GaggleAMP to provide the services.

    b. GaggleAMP considers any solicited or unsolicited suggestions, ideas, proposals, content of any notes, messages, e-mails, postings, letters, concepts or other material submitted to it by users via the Website or otherwise (other than the account information, personal information, and Content) (collectively, the "Material") to be non-confidential and non-proprietary, and GaggleAMP shall not be liable for the disclosure or use of such Material. If, at GaggleAMP's request, any user sends Material to improve the site (for example through customer support), GaggleAMP will also consider that Material to be non-confidential and non-proprietary and GaggleAMP will not be liable for use or disclosure of the Material. Any communication by you to GaggleAMP is subject to this Agreement. The intellectual property rights in or relating to the Material will automatically be deemed to be assigned, granted and transferred by you to GaggleAMP upon their submission or communication to GaggleAMP, and you do assign all rights therein to GaggleAMP and agree that the same will automatically become the property of GaggleAMP and that GaggleAMP may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose, commercial or otherwise, GaggleAMP may elect, forever, without compensation or accounting to you and without further recourse by you.

    5. Gaggle Operator’s Rights to and Use of Content

    a. If the feature is enabled, Gaggle Members may post, upload, share, or otherwise make available Content via the Gaggle (“Gaggle Member Content”). Once such Gaggle Member Content has been transmitted to the Gaggle, it will be visible to all Gaggle Members. Gaggle Members may interact with the Gaggle Member Content (excepting publicly sharing such Content). The Gaggle Manager shall have access to and may, on behalf of the Gaggle Operator, share, publicly post, modify, or otherwise utilize such Gaggle Member Content. Gaggle Member hereby grants the Gaggle Operator a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, trademark, and database rights (but no other rights) you have in the Gaggle Member Content, in any media now known or not currently known, with respect to such Gaggle Member Content. You agree to allow the Gaggle Operator and GaggleAMP, as applicable, to store, translate, or re-format the Gaggle Member Content and display such Gaggle Member Content in any way Gaggle Operator and/or GaggleAMP, as applicable, chooses.

    b. In accessing Gaggle Member Content, you may obtain personal information, concerning another Gaggle Member. Without obtaining prior permission from such Gaggle Member, this personal information shall not be used, for any purpose, by any Gaggle Member.

    c. If you include personal information in any Gaggle Member Content, you understand and acknowledge that such personal information will be visible to all Gaggle Members and the Gaggle Manager and further, you are giving your express consent to the Gaggle Manager and Gaggle Operator to share such information publicly and to otherwise use such information for the Gaggle Operator’s business purposes.

    6. Copyright Infringement and DMCA Policy.
    As GaggleAMP asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by GaggleAMP.com violates your copyright, you are encouraged to notify GaggleAMP in accordance with GaggleAMP's Digital Millennium Copyright Act ("DMCA") Policy (see below). GaggleAMP will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material that are contained on the Website. GaggleAMP may terminate a visitor's access to and use of the Website at GaggleAMP's sole discretion if GaggleAMP determines that the visitor or user is or may be infringing on the copyrights or other intellectual property rights of GaggleAMP or others. In the case of such termination, GaggleAMP will have no obligation to provide a refund of any amounts previously paid to GaggleAMP.

    DMCA/IP Notification Policy. To notify GaggleAMP of infringing or unlawful content, please provide GaggleAMP with the following information:

    a. Your name, address, telephone number and e-mail address;

    b. A description of the exact location on the Website or Gaggle of the infringing or unlawful content;

    c. A description of the claimed infringing or unlawful content, specifying which parts you belief infringe or are unlawful and which parts you believe should be removed;

    d. In the event that you believe that the content infringes your rights, please include a detailed statement specifying your asserted rights and why the content infringes them;

    e. In the event that you believe that the content is unlawful, please include a detailed statement specifying why you believe that the content breaches a particular law; and(f) A sworn and signed statement that the information provided is accurate and that you are directly or indirectly damaged by the content.

    GaggleAMP takes such notices very seriously. We will evaluate the provided notice and if appropriate, based on our sole discretion, remove the content or disable access to the content. Based on our judgment, we may notify the source of the content of your complaint and our actions in response to your complaint. We reserve the right in our sole discretion to restore such content if the source of such content provides evidence that the content should not have been removed. We encourage you to see the advice of an independent attorney before filing an intellectual property notice or responding to a notice filed by another user.

    GaggleAMP may be notified of claims of intellectual property infringement by contacting our designated copyright agent, providing the above requested information to:

    GaggleAMP, Inc. Attn: Copyright Agent 22 McGrath Highway Suite 201 Somerville, MA 02143 dmca@gaggleamp.com

    7. Infringement and Third-Party Content. Because GaggleAMP.com allows content to be posted from third parties and third-party websites, there is a chance that the ability to remove any allegedly infringing content will be out of our control. While we will make a good faith effort to remove the allegedly infringing content, once content is posted from GaggleAMP to any third-party website, GaggleAMP will have no control or ability to remove such content. If you believe your copyright has been infringed by a GaggleAMP.com user posting content from a third-party website or to a third-party website, we strongly suggest you contact the third party or third-party site directly and request the allegedly infringing material be taken down.

    8. Intellectual Property. This Agreement does not transfer, assign or license from GaggleAMP to you any GaggleAMP or third-party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with GaggleAMP. GaggleAMP, the GaggleAMP logo, and all other trademarks, service marks, graphics and logos used in connection with GaggleAMP or the Website are trademarks or registered trademarks of GaggleAMP or GaggleAMP's licensors. Other trademarks, service marks, graphics, and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any GaggleAMP or third-party trademarks.

    9. Automated Use. GaggleAMP.com was designed with an opt-in convenience feature to allow an individual Gaggle Member with the ability to auto-share messages. This feature was not designed to be used as a centrally managed message automation service that removes individuals from the distribution of such messages. GaggleAMP will actively monitor Gaggle use and will be responsive to inquiries of any supported social media platform requests to investigate improper use. GaggleAMP will take immediate action addressing anyone suspected of improper use including those actions identified in sections 2 and 5 of this Agreement.

    10. Changes. GaggleAMP reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes. GaggleAMP may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.

    11. Termination. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

    12. Disclaimer of Warranties. The Website is provided "as is". To the extent allowed by law, GaggleAMP and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither GaggleAMP nor its suppliers and licensors, makes any warranty that the Website will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.

    13. Limitation of Liability. In no event will GaggleAMP, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental, or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to GaggleAMP under this agreement during the one (1) month period prior to the cause of action. GaggleAMP shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

    GaggleAMP relies on third-party websites for its functioning, and the Website may provide links, widgets, or references to websites operated by third parties. We do not monitor or investigate such websites and we are not responsible for the content, functionality, or practices of such websites. GaggleAMP has no control over or responsibility for the maintenance or any outages of third-party websites or widgets. Inclusion of links to third-party websites on our Website does not imply approval or endorsement of the linked website by us. If you decide to leave our Website and access these third-party websites, you do so at your own risk. GaggleAMP suggests that you read the terms of use and privacy policies (if any) on those third-party websites. You agree that GaggleAMP has no liability for any damage or loss of any type that is a result of your use of a third-party website.13.

    14. General Representation and Warranty. You represent and warrant that (i) your use of the Website will be in strict accordance with the GaggleAMP Privacy Policy, with this Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

    15. Indemnification. You agree to indemnify and hold harmless GaggleAMP, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of your use of the Website, including but not limited to your violation of this Agreement.

    16. Miscellaneous. This Agreement constitutes the entire agreement between GaggleAMP and you concerning the subject matter hereof, and may only be modified by a written amendment signed by an authorized executive of GaggleAMP, or by the posting by GaggleAMP of a revised version. Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of Delaware, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Boston, Massachusetts. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. ("JAMS") by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Boston, Massachusetts, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; GaggleAMP may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.

     
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