Last updated: April 1, 2022
PLEASE READ THIS Terms of Service AGREEMENT (“Terms of Service”) CAREFULLY AS IT FORMS A BINDING LEGAL AGREEMENT BETWEEN YOU AND Gadsly, LLC. Gadsly, LLC, (“Gadsly, LLC”, “we”, or “us”) owns and operates the website made available to you at www.gadsly.com (the “Website”), and the Terms of Service govern our Services to you, including any services purchased through the Website (“Services”), and any other services made available through the Website (collectively, the “Service” or “Services”).
Setting some ground rules.
We respect your brand and reputation. We value your brand, reputation, and the employees who keep your company growing, whether you're a customer or a prospect. We know that those reading this understand that a working relationship and the communication that goes with it have two sides. We will always do our best to exceed your expectations, but we understand that relationships can fail for a variety of reasons, or for no reason at all. If you are ever dissatisfied with our service, please contact us directly at email@example.com, and we will do everything possible to make it right.
You have every right to express yourself, and there are numerous platforms available to you online. We kindly ask that you keep it clean, and refrain from posting any of our employees' full names on a public forum.
There will be no harassment, slander, or character assassination. We have a zero-tolerance policy forward cyberbullying and harassment. We reserve the right to terminate our relationship at any time if someone uses aggressive force against our employees, partners, or the Gadsly brand.
Now, back to business.
PLEASE BE AWARE THAT SECTION 13 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT THAT WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Terms of Service are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Service and any applicable Supplemental Terms are referred to herein as the “Terms.”
PLEASE NOTE THAT The Terms are subject to change by Gadsly, LLC in its sole discretion at any time. When changes are made, Gadsly, LLC will make a new copy of the Terms of Service available on the Website, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. We will also update the “Last Updated” date at the top of the Terms of Service. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s).
PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
Use of the Services and Gadsly, LLC. The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (collectively, “Gadsly, LLC”) are protected by copyright laws throughout the world. Unless otherwise specified by Gadsly, LLC in a separate license, your right to use Gadsly, LLC is subject to the Terms.
Updates. You understand that Gadsly, LLC is evolving. You acknowledge and agree that Gadsly, LLC may update Gadsly, LLC Terms of Service with or without notifying you.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, resell, upload, use, copy, rent, lease, lend, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Gadsly, LLC or any portion of Gadsly, LLC , including the Website, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Gadsly, LLC (including images, text, page layout or form) of Gadsly, LLC, or use the Gadsly, LLC in any way that might confuse, misdirect, or misrepresent its source, or sponsorship or affiliation thereof or therewith; (c) you shall not use any metatags or other “hidden text” using Gadsly, LLC’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Gadsly, LLC except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to access, monitory, copy or use the Gadsly, LLC, interfere with availability of services, or place or take preparatory steps to start service, or services, or “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access Gadsly, LLC in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of Gadsly, LLC may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not take any action that imposes any unreasonable or disproportionately large load on the Gadsly, LLC ; (i) you shall not take any action in connection with your use of the Gadsly, LLC which violates any applicable local, state, national or international law, rule, regulation or order of any court in conjunction with your use thereof; (j) you shall not otherwise use the Gadsly, LLC for any unlawful or abusive purposes, including, but not limited to, the violation of any intellectual property rights (whether belonging to Gadsly, LLC or third parties) and the posting or distribution of any “harmful” or “malicious” code or programming devices (e.g., viruses, malware, ransomware, corrupted files, key locks, back doors, trap doors, timers or other disabling devices) or any other similar software or programs that may adversely affect the operation of the Services or any other software, hardware, network or other technology (collectively, “Malicious Code”); and (k) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Gadsly, LLC . Any future release, update, or other addition to Gadsly, LLC shall be subject to the Terms. Gadsly, LLC, its suppliers, and service providers reserve all rights not granted in the Terms. Any unauthorized use of Gadsly, LLC terminates the licenses granted by Gadsly, LLC pursuant to the Terms.Third-Party Materials. As a part of Gadsly, LLC , you may have access to materials that are hosted by another party. You agree that it is impossible for Gadsly, LLC to monitor such materials and that you access these materials at your own risk.
Responsibility for Content.
Types of Content. You acknowledge that all files, materials, data, text, audio, video, images, or other content, including Gadsly, LLC (“Content”), is the sole responsibility of the party from whom such Content originated. This means that you, and not Gadsly, LLC, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Gadsly, LLC (“Your Content”), and that you and other users of Gadsly, LLC , and not Gadsly, LLC, are similarly responsible for all Content they Make Available through Gadsly, LLC (“User Content”).
No Obligation to Pre-Screen Content. You acknowledge that Gadsly, LLC has no obligation to pre-screen Content (including, but not limited to, User Content), although Gadsly, LLC reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that Gadsly, LLC pre-screens, refuses, or removes any Content, you acknowledge that Gadsly, LLC will do so for Gadsly, LLC’s benefit, not yours. Without limiting the foregoing, Gadsly, LLC shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
Trademarks. Gadsly, LLC and other related graphics, logos, service marks, and trade names used on or in connection with Gadsly, LLC or in connection with the Services are the trademarks of Gadsly, LLC and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks, and trade names that may appear on or in Gadsly, LLC are the property of their respective owners.Other Content. Except with respect to any Content that you may post, you agree that you have no right or title in or to any Content that appears on or in Gadsly, LLC.
License to Your Content. You grant Gadsly, LLC a royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any content you may post (in whole or in part) for the purposes of operating and providing Gadsly, LLC to you and to our other users. Please remember that other users may search for, see, use, modify and reproduce any of the Content you may post that you submit to any “public” area. You agree that you, not Gadsly, LLC, are responsible for all of the Content you may post.
Service Purchase Terms.
Payments. We may change the amounts we charge for our Services and such changes are effective when we send an email 30 days in advance advising of the change. You agree to pay all charges at the amounts in effect when such charges are incurred. You must provide a valid credit, debit card (Visa, MasterCard, or any other accepted issuer) or other specified payment or financial mechanism (e.g. PayPal) (collectively, “Payment Provider”) as a condition for making any payments. Your Payment Provider agreement governs your use of the designated credit or debit card or other mechanisms, and you must refer to that agreement and not these Terms of Service to determine your rights and liabilities. You hereby consent to provide and authorize Gadsly, LLC and its service providers (and any Payment Providers) to share any information and payment instructions you provide to the extent required to complete the payment transactions in accordance with these Terms of Service, including personal, financial, credit card payment, and transaction information.
Payment Information. By providing your payment and financial information, you agree that Gadsly, LLC, its service providers, and any of their third-party payment processors are authorized to immediately charge your account for all applicable fees and charges and that no additional notice or consent is required. Gadsly, LLC reserves the right at any time to change its prices and billing methods. All information that you provide must be accurate, current, and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S), PAYMENT MEANS, OR OTHER FINANCIAL INFORMATION THAT YOU PROVIDE.
Taxes. If any Services or payments under these Terms of Service are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Gadsly, LLC, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify Gadsly, LLC for any liability or expense we may incur in connection with such Sales Tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” will mean any sales or use tax, and any other tax measured by sales proceeds, that Gadsly, LLC is permitted to pass on to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Refund Policy. Gadsly, LLC does not provide refunds.
Limitations on Liability for our Services
TO THE EXTENT PERMITTED BY LAW, Gadsly, LLC AND ITS AFFILIATES, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF Gadsly, LLC AND ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES. WITHOUT LIMITING ANY OTHER LIMITS OR DISCLAIMERS, IN ALL CASES, Gadsly, LLC AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE.
Indemnification. You agree to indemnify and hold Gadsly, LLC, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “Gadsly, LLC Parties”) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) any content you may post; (b) your use of, or inability to use, the services provided by Gadsly, LLC ; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. Gadsly, LLC reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Gadsly, LLC in asserting any available defenses. This provision does not require you to indemnify any of the Gadsly, LLC Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms, or your access to Gadsly, LLC.
Professional Advice Disclaimer.THE CONTENT AND INFORMATION AVAILABLE FROM Gadsly, LLC ARE DESIGNED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY AND IS NOT CONSTRUED TO BE ADVICE OF ANY KIND. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE FROM Gadsly, LLC AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU MUST SEEK YOUR OWN INDEPENDENT PROFESSIONAL ADVICE BEFORE RELYING ON OR OTHERWISE DECIDING TO TAKE ANY ACTION ON THE BASIS OF ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES.
Remedies. If Gadsly, LLC becomes aware of any possible violations by you of the Terms, Gadsly, LLC reserves the right to investigate such violations. If, as a result of the investigation, Gadsly, LLC believes that criminal activity has occurred, Gadsly, LLC reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Gadsly, LLC is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Gadsly, LLC , including any content you may post, in Gadsly, LLC’s possession in connection with your use of Gadsly, LLC , to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that the content you may post violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of Gadsly, LLC, its users or the public, and all enforcement or other government officials, as Gadsly, LLC in its sole discretion believes to be necessary or appropriate.
Term and Termination.
Term. The Terms commence on the date that you sign up with Gadsly and remain in full force and effect while you use Gadsly, LLC unless terminated earlier in accordance with the Terms.
Termination of Services by Gadsly, LLC. In the event your account becomes past due, your Service may be suspended, the remaining balance will be considered in default, and the entire account balance will become due and owing immediately. You also agree to pay all reasonable collection costs, including attorneys’ fees. A service charge of $25.00 or the maximum amount permitted by applicable law will be charged for all returned checks. Fees are exclusive of any federal, state, or other governmental taxes, however designated, and it is your responsibility to pay such taxes. You agree to make the payments for the term identified in your subscription agreement with Gadsly.To be clear, you can stop using the Services at any time, but payments are not refundable and you will remain liable for any charges due according to your subscription agreement.
Termination of Services by You. Gadsly, LLC requires 30 days of written notice for the termination of Services to be submitted in writing to info@Gadsly.com. There shall be no cancellation without 30 days' written notice. Unless sooner terminated in accordance with our Terms of Service or any written agreement that you have with us, the Term will continue to renew automatically for consecutive monthly, quarterly, semi-annual, or annual terms at the then-current pricing applicable to your subscription. We may charge any previously authorized credit card or another account only upon such renewal. However, no renewal will occur if you provide written notice of non-renewal to info@Gadsly.com prior to the effective date of renewal that you desire not to renew. Upon termination or expiration of your service, we will cease all attempts to access your accounts and cease all Services.
Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files, and Content associated with or inside your Account (or any part thereof), including the content you may post. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Gadsly, LLC will not have any liability whatsoever to you for any suspension or termination, including for deletion of the content you may post. All provisions of the Terms which by their nature should survive shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
International Users. Gadsly, LLC is controlled and offered by Gadsly, LLC from its facilities in the United States of America. Gadsly, LLC makes no representations that Gadsly, LLC is appropriate or available for use in other locations. Those who access or use Gadsly, LLC from other countries do so at their own volition and are responsible for compliance with local law.
Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Gadsly, LLC and limits the manner in which you can seek relief from us. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with Gadsly, LLC, will be resolved by binding arbitration, rather than in court, except when Gadsly, LLC may seek equitable relief in court for infringement or other misuses of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Start Date when signing up with Gadsly, LLC, or any prior version of this Agreement. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent at Registered Agent, Legal Inc Corporate Services, 651 N. Broad Street Ste# 206 #3524 Middletown, DE 19706 or by e-mailing us at firstname.lastname@example.org. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed on location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Gadsly, LLC. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us. Waiver of Jury Trial. YOU AND Gadsly, LLC HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Gadsly, LLC are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CAN NOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.Severability. Except as provided in subsection 13.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Gadsly, LLC. Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Gadsly, LLC makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Gadsly, LLC at the following email address email@example.com.
Electronic Communications. The communications between you and Gadsly, LLC use electronic means, whether you visit Gadsly, LLC or send Gadsly, LLC e-mails, or whether Gadsly, LLC posts notices on Gadsly, LLC or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Gadsly, LLC in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Gadsly, LLC provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release Gadsly, LLC Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, that are either directly or indirectly related to or arising from your Service with Gadsly, LLC, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of Gadsly, LLC.
Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Gadsly, LLC’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. Gadsly, LLC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. If a Force Majeure event occurs that affects Gadsly, LLC’s performance of its obligations under these Terms: (a) Gadsly, LLC will contact you as soon as reasonably possible to notify you; and (b) Gadsly, LLC’s obligations under these Terms will be suspended and the time for Gadsly, LLC’s performance of its obligations will be extended for the duration of the Force Majeure event. You may cancel the Services affected by a Force Majeure event that has continued for more than 30 days. To cancel please contact Gadsly, LLC via email at info@Gadsly.comQuestions, Complaints, Claims. If you have any questions, complaints, or claims with respect to Gadsly, LLC, please contact us at info@Gadsly.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Gadsly, LLC agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in New Castle County, Delaware.
Governing Law and Jurisdiction. The Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Each party irrevocably agrees that the courts of New Castle County, Delaware shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).Notice. Where Gadsly, LLC requires that you provide an e-mail address, you are responsible for providing Gadsly, LLC with your most current e-mail address. In the event that the last e-mail address you provided to Gadsly, LLC is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Terms, Gadsly, LLC’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Gadsly, LLC at info@Gadsly.com where email notice is allowed. Such notice shall be deemed given when received by Gadsly, LLC by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.Export Control. You may not use, export, import, or transfer Services provided by Gadsly, LLC. In particular, but without limitation, Gadsly, LLC may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Gadsly, LLC , you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Gadsly, LLC for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that Services, or technology provided by Gadsly, LLC are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Gadsly, LLC Services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.