- Acceptance of Terms
- Scope of Service
- Website Services
- Content Submitted by Users
- Export Control
- Prohibited Conduct.
- Intellectual Property Rights
- Copyright Infringement; Notice and Take Down Procedures
- Disclaimer of Warranty
- Limitation of Liability
- Links to Third-Party Websites
- No Implied Endorsements
- Jurisdictional Issues
- Entire Agreement
- For Additional Information
Last updated May 21, 2020
1. Acceptance of Terms.
2. Scope of Service.
3. Website Services.
You may not interfere with the Services or try to access them using a method other than the interface and the instructions we provide. You may use the Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing the Services to you if you do not comply with our terms or if we are investigating suspected misconduct.
Using the Services does not give you ownership of any intellectual property rights in the Services or the content you access. You may not use content from the Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in the Services. Do not remove, obscure or alter any legal notices displayed in or along with the Services.
You are not permitted to use the Services while operating a motor vehicle or in any other way that distracts you and is in violation of traffic, safety or other laws.
By using the Services, you agree to indemnify, hold harmless and defend GearSay from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with your use of the Services.
5. Content Submitted by Users.
Our systems analyze your content to enable us to provide you personally relevant product features, such as customized search results, tailored advertising, and spam and malware detection.
Liability. We are not responsible or liable for the conduct of users or for views, opinions and statements expressed in content submitted for public display through our website. We do not prescreen information posted to our website. With respect to information posted by users on our website, we are acting as a passive conduit for such distribution and are not responsible for content. Any opinions, advice, statements, services, offers, or other information in content expressed or made available by users of this website are those of the respective author(s) or distributor(s) and not of GearSay. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such content. You are responsible for ensuring that content submitted to GearSay is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of content to GearSay.
You must be at least 16 years old to use Gearsay. If you are a minor or under the age of majority in your state of residence, your parent or legal guardian must agree to these Terms on your behalf and you may access and use our Site only with permission from your parent or legal guardian.
7. Export Control
You may not use, export, import, or transfer any part of the GearSay website except as authorized by United States law, the laws of the jurisdiction in which you use or access our website, or any other applicable laws. In particular, but without limitation, no part of the Gearsay website may be exported or re-exported: (i) into any country embargoed by the U.S.; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Gearsay website, you represent and warrant that: (x) 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 (y) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the GearSay website for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by GearSay are subject to the export control laws and regulations of the U.S. You will comply with those laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer GearSay products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.
8. Prohibited Conduct.
By accessing the Services, you agree to abide by the following standards of conduct. You agree that you will not, and will not authorize or facilitate any attempt by another person to use the Services to:
Post or transmit any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious, or otherwise objectionable or illegal, as determined by GearSay.
Use a name or language that GearSay, in its sole discretion, deems offensive.
Post or transmit defamatory statements.
Post or transmit hateful or racially or ethnically objectionable content.
Post or transmit content which infringes another's copyright, trademark, trade secret or other legal rights.
Post or transmit unsolicited advertising or unlawfully promote products or services.
Harass, threaten or intentionally embarrass or cause distress to another person or entity.
Impersonate another person.
Promote, solicit, or participate in any multi-level marketing or pyramid schemes.
Exploit children under 18 years of age.
Engage in disruptive activity.
Introduce viruses, worms, Trojan horses and/or harmful code to the website, or attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site.
Obtain unauthorized access to any computer system through the website.
Invade the privacy of any person, including but not limited to posting personally identifying or otherwise private information about a person without their consent (or their parent's consent in the case of a child under 16 years of age).
Solicit personal information from children under 16 years of age.
Violate any federal, state, local, or international law or regulation.
Encourage conduct that would constitute a criminal or civil offense.
This website is intended to serve a general audience and does not provide specific features or services targeted at children under age 16. We do not knowingly solicit personal information regarding children under age 16. We do not knowingly solicit personal information regarding children under age 13.
10. Intellectual Property Rights.
Except as set forth in this section or as otherwise noted, all content contained on this website is the property of GearSay and/or its affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.
GearSay's purpose is to make it easy for our users to find content of interest, from around the internet. We do not claim ownership in, or host, that content, and we expressly disclaim ownership of rights in the content to which we link. We present links to content and small snippets of the content sufficient only to enable our users to identify its relevance to them, to encourage our users to click through to the third-party owners and publishers of that content, as a means of driving traffic to the owners' website.
We do not claim ownership of content submitted by users. By submitting such content, however, you grant us (and those we work with) a world-wide, royalty-free, perpetual, irrevocable, non-exclusive license to use, host, store, distribute, reproduce, modify, adapt, create derivative works from, and publicly perform or display such content. This license shall remain in effect until we delete the content from our systems, even if you stop using the Services. By posting content, you are deemed to have affirmed your ownership of such content and you indemnify and hold us harmless against any liability as a result of your failure to have such rights.
11. Copyright Infringement; Notice and Take Down Procedures.
If you believe that any materials on this website infringe your copyright, you may request that they be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information: (1) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (2) identification of the material that you believe to be infringing and its location, including a description of the material, its website location or other pertinent information that will help us to locate the material; (3) your name, address, telephone number, and email address; (4) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law; (5) a statement that the information in your claim is accurate; and (6) a statement that "under penalty of perjury," you declare that you are the lawful copyright owner or are authorized to act on the owner's behalf. Our agent for copyright issues relating to this website is: Jeffrey A Stein, % Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston MA 02109, (ph) 617 526 6000, (f) 617 526 5000; firstname.lastname@example.org.
In order to access the Services, you may be required to register and establish a login identifier and a password. You are responsible for protecting your login and password from unauthorized use, and you are responsible for all activity that occurs on your account. You agree to notify us immediately if you believe that your login or password has been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your login and password.
13. Disclaimer of Warranty
Under no circumstances will we be liable for any loss or damage caused by your reliance on information available from the Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Services. You are responsible for seeking the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content. Without limiting the foregoing statements, such information, opinions, advice or other content may include recommendations about dietary, physical fitness or other matters. GearSay does not endorse any such recommendations and is not responsible for their suitability for you or any other person. You should consult with appropriate medical experts prior to starting any physical fitness or dietary program and GearSay is not responsible for their advice. If you are accessing our AskAnswer (request advice) feature, see below for further regarding warnings on the applicability of the advice to you.
ALL TEXT, IMAGES, AND OTHER INFORMATION ON GEARSAY OR ACCESSIBLE THROUGH THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, GEARSAY DOES NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH THE SERVICES IS FREE OF ERRORS; (ii) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING AND UPLOADING OF CONTENT) PROVIDED BY THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THIS WEBSITE OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, or (iv) THAT THE INFORMATION IS RIGHT FOR YOU OR SAFE FOR YOUR USE.
14. Limitation of Liability.
IN NO EVENT SHALL GEARSAY OR ANY OTHER PARTY BE LIABLE TO ANY USER OF THE SERVICES OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURY, DEATH, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF THE SERVICES OR ANY INFORMATION CONTAINED THEREON, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF GEARSAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by GearSay from you during the 12 months preceding the claim giving rise to such liability.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between GearSay and you.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
16. Links to Third-Party Websites
The website contains links to non-GearSay websites that are provided to you as a convenience. Any outside website accessed from our website is independent from GearSay, and we have no control over the content of such websites. We are not responsible for the content of any linked website or for any loss or damage incurred in connection with your use of such links or dealings with the operators of such non-GearSay websites.
17. No Implied Endorsements.
In no event shall any reference to any third party or third party product or service be construed as an approval or endorsement by GearSay of that third party or of any product or service provided by a third party. Likewise, a link to any non-GearSay website does not imply that we endorse or accept any responsibility for the content or use of such a website. GearSay does not endorse, warrant or guarantee any product or service offered by any third party through this website and will not be a party to or in any way monitor any transaction involving any third party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising appropriate judgment and caution.
18. Jurisdictional Issues.
We make no representation that information on this website is appropriate or available for use outside the United States. Those who choose to access this website from outside the United States do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws
We may terminate any user’s access to the Services, in our sole discretion, for any reason and at any time, with or without prior notice. It is our policy to terminate users who violate these terms and conditions, as deemed appropriate in our sole discretion. You agree that we are not liable to you or any third party for any termination of your access to the Services.
You and GearSay each agree that with respect to any claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual claims (whether brought by you or GearSay). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
22. Entire Agreement.
If you do not comply with these terms and we don't take action right away, that doesn't mean that we are giving up any rights that we may have, including taking action in the future.
23. For Additional Information.
Our AskAnswer (request advice) feature
In addition to the foregoing, the following terms apply to the feature on GearSay that allows Users to request advice from other athletes. In the event of any inconsistency between the foregoing and the following terms, the following terms shall apply
You acknowledge and agree that the Expert has sole discretion to determine how to fulfill your request and the content of the GearSay Video created may not follow your request exactly. You agree that the delivery of the GearSay Video to you shall be deemed to be in full satisfaction of GearSay's and the Expert's obligations to you and that you shall have no right to a refund following your receipt of the GearSay Video.
We reserve the right to reject or cancel any request in our sole discretion, including if your payment method is declined. The Expert has up to seven days to fulfill or decline your request. Once your request is fulfilled, your payment method will be charged the amount specified on the Expert's locker page on our Site at the time you submitted the request (the "AskAnswer Fee") From the time you request advice until the time that the Expert completes the Video, a hold will be placed on your payment method in the amount of the AskAnswer Fee.
GearSay Videos created in response to your AskAnswer request are licensed, not sold, to you. You are purchasing the right (or license) to use it, not the actual video itself.
The fee for a GearSay Video is specified on the Expert's locker page on GearSay when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise.
All transactions are in U.S. dollars ("USD") unless otherwise specified at point of purchase.
You agree that GearSay may place a pre-authorization hold and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no additional notice to or consent from you.
GearSay reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on the GearSay site or by other notice to you.
You may not return or exchange a GearSay Video and no refunds will be issued.
Subject to your payment in full, GearSay and its licensors grant to you a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display the GearSay Video, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised, solely for your own personal, non-commercial, and non-promotional purposes. You may sublicense your rights in a GearSay Video only to the extent necessary to enable you to use the GearSay Video for your own personal, non-commercial, and non-promotional purposes. You may not sell, re-sell, or encumber your rights in any GearSay Video.
You may use a GearSay Video only in accordance with these Terms. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a GearSay Video from our Site at any time for any reason without any notice to you.
GearSay will not be liable or responsible for the content of any GearSay Video requested by you or any submission you make.You have no expectation of privacy with respect to any GearSay Video requested by you or any submission you make in connection with your request, and you agree that you will not make any request or submission that infringes on the privacy or other rights of a third party. You agree not to edit, change, modify, cover, or remove the watermark from any GearSay Video or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a GearSay Video or assist or encourage any third party to do so.
If you have a question about a charge to your payment card, please contact us at email@example.com. We have the sole discretion to determine how billing disputes between us will be resolved.
1. AskAnswer--Users (Requesters)
GearSay's AskAnswer feature enables users of GearSay to purchase advice from experts (each, an "Expert"). That advice will be delivered to you in the form of video created by the Expert ("GearSay Video"). If you are requesting advice through our AskAnswer feature, please keep in mind at all times that the advice you are receiving is the opinion of the Expert and no other person, and that it may or may not be suitable for you. Regardless of the information you share with the Expert as part of your request for advice, the Expert does not know your skills, your background, your personal health, any current or prior injuries or illnesses, the environment or conditions in which you may apply the advice or any other circumstances that may or may not make the advice suitable for you. You alone are responsible for considering the suitability of the advice and neither the Expert, nor GearSay, nor any other person shall have any liability to you for any damages, losses, injuries or death you may suffer as a result of applying the advice. If you do not agree to these terms you may not use our AskAnswer feature.
From time to time, GearSay users may ask you for advice through our AskAnswer feature. While we hope you will provide that advice promptly after receiving a request for it, you may have up to seven days (at GearSay's sole discretion) to complete and upload the GearSay Video. If you do not either: (i) accept the request and upload the GearSay Video within the seven day window; or (ii) decline the request; the request will expire at the end of the seven day window, and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the user and with no payment due from us).
You may decline a request or otherwise refuse, in your discretion, to create or upload a GearSay Video if a user's request is objectionable or otherwise offensive to you, by contacting us at firstname.lastname@example.org. If you accept a request, you agree to record and upload to GearSay one GearSay Video.
GearSay retains the right, in its sole discretion, to cancel any request from a user. No payment will be made to you for any declined, cancelled, or unfulfilled GearSay Video request.
Each GearSay Video should reflect your good faith effort to provide the advice or other information requested by the user. You will have sole discretion over the content of any GearSay Video, except that you agree that you will use your name (please introduce yourself) and the requesting user's name in each GearSay Video, unless otherwise requested by the user. Your response to the user's request is your responsibility and at your discretion, subject to these Terms; however, keep in mind that you are an ambassador for your sport and can build a lifeline fan through the quality of your video so please do your best to be as helpful as possible to the requesting user. If you complete a GearSay Video but do not follow the general directions and requests of the user, we reserve the right to discuss with you an appropriate adjustment of the payment made to you.
You set your own price for each GearSay Video you choose to make available through AskAnswer (the "AskAnswer Fee")
You represent and warrant that: (i) there will be no residual or any other type of payment due from GearSay to you or to any third party in connection with any GearSay Video, payment from us to you, or the GearSay site; (ii) GearSay is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) GearSay is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.
If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation in AskAnswer does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.
Payments via the payment provider are in U.S. dollars unless the payment provider permits you to choose another currency and you do so.
When you upload, submit, store, send, transmit approve, or receive content to or through GearSay, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of, and to use your content for the purposes of operating and providing the GearSay site, to develop and improve our products and services, and to advertise, market, and promote GearSay and our products, and services, and you agree that such content may, in GearSay’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. You agree that we may display advertising with or in connection with your content. You further acknowledge and agree that GearSay has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by GearSay as a result of any such advertising).
You acknowledge and agree that we cannot restrict the use of your GearSay Videos or other offerings by the users for whom you created them or by any third party with whom they have already been shared and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a GearSay Video from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your content, you hereby authorize GearSay to act as your agent in order to submit any DMCA notice or other demand with respect to your GearSay Videos.
You represent and warrant that:
you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your content by us, Users, or third parties \as described in these Terms;
your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
your content does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
you will not post or make publicly available any GearSay Video that the User has requested not be posted by you;
you will not contact, respond to, or communicate with any User that you meet on or through Gearsay, except as expressly permitted through Gearsay
you will not edit, change, modify, or remove the watermark from any GearSay Video or assist or encourage any third party to do so.
Any GearSay Video or other content you provide to us is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of your content, including any personal information that is included in that content.
We may refuse to accept or transmit your content for any reason without notice to you.
You hereby waive any and all moral rights that you may have in your content, and you represent and warrant that no third party has any moral or other rights in your content.
Copyright © 2018, GearSay, Inc. All Rights Reserved.