Last Modified on September 13, 2016
PLEASE READ THIS AGREEMENT CAREFULLY; THIS IS A BINDING CONTRACT.
You must agree to this ToU in order to use the Service. If you use the Service, or click to accept or agree to this ToU if presented to you in a user interface for the Service, we will understand this as your acceptance of this ToU and your agreement to all of its terms and conditions. By accepting this ToU or using the Service, you represent and warrant that you have the legal capacity to enter a contract in the jurisdiction where you reside. If you do not accept this ToU, then you may not use the Service.
1. ToU Updates. Gell may update this ToU at any time, and Gell will post a link to the updated version of this ToU on the Site and in the App. You understand and agree that you will be deemed to have accepted the updated ToU if you use the Service after the updated ToU is posted. If at any point you do not agree to any portion of this ToU then in effect, you must immediately stop using the Service.
2. Provision of the Service. You are responsible for any Internet connection and telecommunications fees and charges that you incur when accessing the Service. You acknowledge and agree that Gell may make changes to the Service at any time without notifying you in advance.
3. Termination of Service. Gell reserves the right to deny service to any person or entity at Gell's sole and absolute discretion. You acknowledge and agree that Gell may stop providing the Service or restrict your use of the Service at any time, without notifying you in advance, for any reason or no reason, including, without limitation, for any violation of this ToU or if Gell suspects that you have used any aspect of the Service to conduct any fraudulent or illegal activity. If Gell disables your access to your account, you may be prevented from accessing the Service, your account details or any materials contained in your account.
4. Accounts and Security.
4.1. Account. To access the Service, you must have an account. You can create an account by completing the registration process. You may be required to provide information about yourself as part of the registration process or your continued use of the Service. You agree that any registration information that you submit to Gell will be correct, accurate and up to date.
4.2. Fees. You agree to pay all applicable fees and taxes incurred by you or anyone using your account. Unless otherwise noted, all currency references are in U.S. dollars. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Gell may, from time to time, modify, amend, or supplement its pricing and billing procedures, and such changes shall be effective immediately upon posting a link to an update of this ToU or posting such changes elsewhere on the Site or in the App. If there is a dispute regarding your payment of fees, or the Service, Gell shall have the right to terminate your account without prior notice. YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES ARE NON-REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORIZED CHARGES.
4.3. Account Security. Maintaining account security is very important. You are solely responsible for maintaining the confidentiality of your account password. You agree to notify Gell immediately if you become aware of any unauthorized use of your password or of your account.
4.4. Account Sharing or Transfers. Accounts are registered to you personally and may not be sold, traded, gifted or otherwise transferred at any time under any circumstances. You may not share your account with, or disclose your password to, anyone else.
4.5. Cancellation by You. You have the right to cancel your account at any time. You may cancel your account by clicking on the cancellation link on the Site or by following the cancellation instructions in the App. Once you cancel your account, your personal information will no longer be viewable by other users. However, content previously shared with other users may remain viewable by those users until they delete such content.
4.6. Termination by Gell. Gell may at any time terminate your account if:
a. Gell determines that you are (i) in breach of or otherwise acting inconsistently with this ToU or (ii) engaging in fraudulent or illegal activities or other conduct that may result in liability to Gell;
b. Gell determines it is required by law to terminate your account; or
c. Gell decides to stop providing the Service or critical portions of the Service.
4.7. Effect of Account Termination or Cancellation. If you voluntarily terminate your account or allow your account to lapse, you may reactivate that account at any time by logging in using your email address or Facebook account. Accounts terminated by Gell for any type of abuse including, without limitation, a violation of this ToU, may not be reactivated for any reason.
5. Use Requirements.
5.1. License Grant. Subject to the terms and conditions of this ToU, Gell hereby grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to use the Service, which may only be used in accordance with the rules, restrictions and/or documentation set forth by Gell from time to time.
5.2. Installation. In connection with the Service, you may install the App on one or more mobile devices that you own or control and that meet the minimum specifications provided by Gell.
5.3. Updates. Gell may require that you download and install updates to the App from time to time. You acknowledge and agree that Gell may update the Service with or without notifying you and add or remove features or functions to the Service at any time in its sole discretion. You acknowledge and agree that Gell has no obligation to make the Service available to you, make any subsequent versions of the Service available to you or to continue to support the Service in any way. You acknowledge that your access to the Service may not be continuous, features may change during your use of the Service, and Gell may terminate your access to the Service or stop offering the Service at any time.
5.4. Agreements. You acknowledge that you may only use the App in connection with the Service provided through the App in accordance with this ToU. The requirements hereunder and this ToU may change as the Service evolves.
6. Restrictions and Conditions of Use.
6.1. Use of the Service. Gell permits you to view and use the Service solely for your personal, non-commercial use. You agree not to license, create derivative works from, transfer, sell or re-sell any information, content, materials, data or services obtained from the Service. Gell reserves the right to add or remove information, content or services from the Services at any time at its sole discretion.
6.2. Accessing the Service. You agree not to access, or attempt to access, the Service by any means other than through the user interface provided through the Site or the App. You specifically agree not to access, or attempt to access, the Service through any automated means (including, without limitation, through the use of scripts, bots, spiders or web crawlers).
6.3. No Violation of Laws. You agree that you will not, in connection with your use of the Service, violate any applicable law, ordinance, rule, regulation or treaty. Without limiting the foregoing, you agree that you will not make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, or other right of any party (including rights of privacy or publicity).
6.4. Use Restrictions. You may not connect to or use the Service in any way that is not expressly permitted by this ToU.
a. You may not: (i) remove any proprietary notices from the Service; (ii) cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Service; (iii) sell, assign, rent, lease, act as a service bureau, or grant rights in the Service including, without limitation, through sublicense, to any other person or entity without the prior written consent of Gell; or (iv) make any false, misleading or deceptive statement or representation regarding Gell and the Service.
b. Without limiting the foregoing, you agree that you will not: (i) institute, assist, or become involved in any type of attack including, without limitation, denial of service attacks, upon the Service (or any servers, systems or networks connected to the Service) or otherwise attempt to obstruct, disrupt or interfere with the operation of the Service or any other person's or entity's use of the Service (or any servers, systems or networks connected to the Service); (ii) attempt to gain unauthorized access to the Service, accounts registered to other users, or any servers, systems or networks connected to the Service; (iii) use the Service for any commercial purpose unless consistent with this ToU and the intended use of the same, or for the benefit of any third party, or charge any person or entity, or receive any compensation for, the use of the Service, unless you are specifically authorized to do so in a separate written agreement with Gell; (iv) use the Service to develop, generate, transmit or store information that is defamatory, harmful, abusive, obscene or hateful; (iv) use the Service to perform any unsolicited commercial communication not permitted by applicable law; or (v) use the Service to engage in any activity that (A) constitutes harassment or a violation of privacy or threatens other people or groups of people; (B) is harmful to children in any manner; (C) constitutes phishing, pharming or impersonates any other person or entity, or steals or assumes any person's identity (whether a real identity or online nickname or alias); or (D) violates any applicable law, ordinance, rule, regulation or treaty.
c. Without limiting the foregoing, you agree that you will not use the Service for any other unlawful, prohibited, abnormal or unusual activity as determined by Gell in its sole discretion.
6.5. No Data Mining or Harmful Code. You agree that you will not (a) obtain or attempt to obtain any information from the Service including, without limitation, email addresses or mobile phone numbers of other account holders or other software data; (b) intercept, examine or otherwise observe any proprietary communications protocol used by the Service, whether through the use of a network analyzer, packet sniffer or other device; or (c) use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, Trojan horse routine, trap door, time bomb or any other codes, instructions or third party software that is designed to provide a means of surreptitious or unauthorized access to, or distort, delete, damage or disassemble, the Service.
6.6. Violation of this ToU. You acknowledge and agree that you are solely responsible, and Gell has no responsibility or liability to you or any other person or entity, for any breach by you of this ToU or for the consequences of any such breach. Gell may at its option, terminate its relationship with you, or may suspend your account immediately if it determines you are using the Service contrary to the restrictions found in this Section 6 or any other terms of this ToU.
7.1. Links from the Site. The Site may contain links to websites operated by other parties. Gell provides these links to other websites as a convenience and use of these websites is at your own risk. The linked websites are not under the control of Gell and Gell is not responsible for the content available on the other websites. Such links do not imply Gell's endorsement of information or material on any other website and Gell disclaims all liability with regard to your access to and use of such linked websites.
7.2. Links to the Site. Unless otherwise set forth in a written agreement between you and Gell, you must adhere to Gell's linking policy as follows: (a) the appearance, position and other aspects of the link may not be such as to damage or dilute the goodwill associated with Gell's or its licensors' names and trademarks; (b) the appearance, position and other attributes of the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with Gell; and (c) when selected by a user, the link to the Site must display the Site on full-screen and not within a "frame" on the linking Site. Gell reserves the right to revoke its consent to the link at any time and in its sole discretion.
8. Intellectual Property.
8.1. Trademarks. The Gell name and logo are trademarks and service marks of Gell. Unless permitted in a separate written agreement with Gell, you do not have the right to use any of Gell's trademarks, service marks or logos and your unauthorized use of any of these may be a violation of federal and state trademark laws.
8.2. Ownership. You acknowledge and agree that Gell, or its licensors, owns all right, title and interest in and to the Service, including all intellectual property, industrial property and proprietary rights recognized anywhere in the world at any time and that the Service is protected by U.S. and international copyright laws. Further, you acknowledge that the Service may contain information that Gell has designated as confidential and you agree not to disclose such information without Gell's prior written consent.
8.3. Copyright Agent Gell respects the intellectual property rights of others, and requires that people who use the Service do the same. Gell maintains a policy of terminating users of the Service who engage in repeated infringing conduct. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
• Your address, telephone number, and email address;
• A description of the copyrighted work that you claim has been infringed;
• A description of where the alleged infringing material is located;
• A statement by you that you have a good faith belief that the disputed use is not authorized by you, the copyright owner, its agent, or the law;
• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
1515 7th Street #44
Santa Monica, CA 91401
Tel: (310) 266-2787
9. Social Networks. The Service includes features that operate in conjunction with certain third party social networking websites that you visit, such as Facebook, Twitter, LinkedIn, and Google ("Social Network Features"). While your use of the Social Network Features is governed by this ToU, your access and use of third party social networking websites and the services provided through these websites is governed by the terms of service and other agreements posted on these websites. You understand and acknowledge that the Service is not endorsed or certified by any of the aforementioned social networking websites.
11. Location. The Service is operated by Gell in the United States. If you choose to access the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with applicable local laws.
12. Submitted Content.
12.1. Content of Communications. Gell is not the source of, does not verify or endorse and takes no responsibility for the content of communications made using the Service. By using the Service, you agree that any content that you submit may be viewable by other users of the Service. The content of communications is entirely the responsibility of the person from whom such content originated. You therefore may be exposed to content that is offensive, unlawful, harmful to minors, obscene, indecent or otherwise objectionable. The content of communications may be protected by intellectual property rights, which are owned by third parties. You are responsible for the content you choose to communicate and access using the Service. In particular, you are responsible for ensuring that you do not submit material that is (a) copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner; (b) a falsehood or misrepresentation; (c) offensive, unlawful, harmful to minors, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or that encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise objectionable; (d) an advertisement or solicitation of business; or (e) impersonating another person. Gell may in its sole discretion block, prevent delivery of or otherwise remove the content of communications as part of its effort to protect the Service or its customers, or otherwise enforce the terms of this ToU. Further, Gell may in its sole discretion remove such content or terminate this ToU and your access if you use any content that is in breach of this ToU.
12.2. Gell does not claim ownership of any communications or materials you submit or make available through the Service (" Submitted Content") via any hosting, sharing or publishing or any other function through the Service which allows you to post, upload, edit, host, share or publish content. With respect to such Submitted Content, you grant Gell a perpetual, irrevocable, non-terminable, transferrable, worldwide, royalty-free, sublicensable, fully paid-up, non-exclusive and transferable license to use, reproduce, distribute, prepare derivative works of, display, modify, copy and perform Submitted Content or any part of Submitted Content in connection with the Service and Gell's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each user of the Service a non-exclusive license to access your Submitted Content through the Service while the Submitted Content is made available through the Service. You may take down any of your Submitted Content at any time; however, you acknowledge and agree, that Gell may still have access to such Submitted Content and that the above licenses granted by you to Gell will remain in effect despite your removal of such Submitted Content from the Service. You hereby represent, warrant and covenant that any Submitted Content you provide does not include anything (including, but not limited to, text, images, music or video) to which you do not have the full right to grant the license specified in this Section 12.2.
12.3. You acknowledge and agree that: (a) by using the Service, you may be exposed to content that you may find offensive or indecent and you do so at your own risk; (b) you are solely responsible for, and Gell has no responsibility to you or any third party for any Submitted Content that you create, submit, post or publish through the Service; and (c) Gell is not responsible for any Submitted Content that you may have access to through your use of the Service and all Submitted Content is the responsibility of the person from whom such Submitted Content originated. You acknowledge and agree that (i) Gell has no control over and is not responsible for the use of Submitted Content by a user, including any user that has uploaded such Submitted Content to such user's personal device; and (ii) Gell may not be able to remove certain Submitted Content that is uploaded onto another user's device. Gell does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and expressly disclaims any and all liability in connection with Submitted Content.
12.4. You acknowledge that Gell has the right to pre-screen Submitted Content, but no obligation to do so. At Gell's sole discretion, any Submitted Content may be included in the Service in whole or in part in a modified form. In addition, Gell and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Submitted Content that is available via the Service that violates this TOU or is otherwise objectionable including, but not limited to, being unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or violating any party's intellectual property rights.
12.5. You acknowledge that the Submitted Content is your sole responsibility. You are entirely responsible for the Submitted Content and agree, under no circumstances, will Gell be liable in any way for Submitted Content including, but not limited to, any errors or omissions in any Submitted Content, or any loss or damage of any kind incurred as a result of the use or distribution of any Submitted Content transmitted or otherwise made available via the Service.
13. Children. The Service is not directed toward children under 13 years of age, and Gell does not knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personal information about yourself to Gell.
14.1. If you provide an advertisement or sponsored posting through the Service, you represent and warrant that (a) you have full power and authority to enter into transactions and market, advertise, distribute, promote, reproduce, offer for sale and sell the properties and to use all marks, names and designs used in connection with the foregoing; and (b) the property information, documentation and specifications that you provide to Gell are accurate, true, correct, complete and not misleading.
14.2. Gell shall not be responsible for monitoring whether the advertisements or sponsored postings by advertisers are accurate and does not guarantee that such advertisements or promotions are being honored.
15. Disclaimer of Warranties.
15.1. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
15.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GELL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING, WITHOUT LIMITATION, WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
15.3. GELL MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY MATERIALS, INFORMATION OR DATA AVAILABLE THROUGH, OR THE PERFORMANCE OF THE SERVICE.
15.4. GELL DOES NOT REPRESENT OR WARRANT THAT (a) YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; (b) THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (d) DEFECTS IN THE OPERATION OF THE SERVICE WILL BE CORRECTED; OR (e) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
15.5. YOU ACKNOWLEDGE AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER, MOBILE PHONE OR OTHER DEVICE OR ANY LOSS OF DATA RESULTING FROM DOWNLOADING OR OBTAINING SUCH MATERIAL.
Because some states or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimers may not apply to you.
16. Limitation of Liability; SOLE AND EXCLUSIVE REMEDY.
16.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GELL, AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE " RELATED PARTIES"), SHALL NOT BE LIABLE TO YOU, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR:
a. ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, USE, DATA OR GOODWILL, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SERVICE, EVEN IF GELL OR THE RELATED PARTIES HAVE BEEN ADVISED OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES;
b. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; OR
c. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE ANY MATERIALS, INFORMATION OR DATA MAINTAINED BY OR THROUGH YOUR USE OF THE SERVICE.