Welcome to Gebni, operated by Gebni, Inc., located at 7 Peter Cooper Rd apt 4E New York, NY 10010 ("Gebni," "we," or "our").
This Agreement is subject to change by Gebni at any time, effective upon posting on the relevant website. Your continued use of the Websites and the Service following Gebni’s posting of revised terms of any section of the Agreement will constitute your express and binding acceptance of and consent to the revised Agreement.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your use of the Websites and the Service. This Agreement may be modified by Gebni from time to time, such modifications to be effective upon posting by Gebni on the Websites. By accessing and/or using the Websites or becoming a Member, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein.
1. Access and Retention. In order to access and retain this electronic Agreement, you must have access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of this document for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
2. License for Mobile Application
3. Eligibility. You must be at least eighteen (18) years of age. By using the Websites, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
4. Commercial Use of Service.
If you are using the Service and/or accessing the Websites on behalf of a company, entity, or organization (collectively, a “Subscribing Entity”), you represent and warrant that:
Illegal and/or unauthorized uses of the Websites include, but are not limited to, browsing or downloading illegal content, collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Websites, sharing or disclosing your username or password to any third party or permitting any third party to access your account, attempting to impersonate another user or person, use of the Websites in any fraudulent or misleading manner, any automated use of the system, such as scraping the Websites, automated scripts, spiders, robots, crawlers, data mining tools or the like, interfering with, disrupting, or creating an undue burden on the Websites or the networks or services connected to the Websites, and using the Websites in a manner inconsistent with any and all applicable laws and regulations. Illegal and/or unauthorized use of the Websites may be investigated, and appropriate legal action may be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Websites and Service is with the permission of Gebni, which may be revoked at any time, for any reason, in Gebni’s sole discretion.
5. Account Security. You are responsible for maintaining the confidentiality of the username and password that you designate during the registration process, and you are fully responsible for all activities that occur under your username and password. You agree to (a) immediately notify Gebni of any unauthorized use of your username or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Gebni will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. If you share your computer with others, you may wish to consider disabling your auto-sign in feature if you have it linked to your Gebni account.
6. Your Use of the Websites
a. You may not browse or download illegal content.
b. You must not copy or capture, or attempt to copy or capture, any content
from the Websites (the “Content”) or any part of the Websites, unless given
express permission by Gebni.
d. You must not use any Content (other than Your Content) in any way that is designed to create a separate content service or that replicates any part of the Websites’ offering.
e. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
f. You must not employ the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, post comments, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer or promote the availability of any such techniques or services to any other users of the Websites.
g. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Websites or any Content appearing on the Websites (other than Your Content).
h. You must not, and must not permit any third party to, copy or adapt the object code of the Websites, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Websites, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than Your Content.
i. You must not use the Websites to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
● any Content that is offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in Gebni’s sole and reasonable discretion;
● any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
● any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Gebni’s sole and reasonable opinion;
● any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which will or might overburden, impair or disrupt the Websites or servers or networks forming part of, or connected to, the Websites, or which does or might restrict or inhibit any other user's use and enjoyment of the Websites; or
● any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
j. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
k. You must not rent, sell or lease access to the Websites, or any Content on the Websites.
l. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
m. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Gebni employee. If we feel that your behavior towards any of our employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.
n. You must not sell or transfer, or offer to sell or transfer, any Gebni account to any third party without the prior written approval of Gebni.
o. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.
7. Gebni is a Marketplace; Limitation of Liability
Gebni acts as a marketplace to connect restaurants to consumers (each, a “User” and collectively, the “Users”). It is up to you whether you want to connect with a certain User, and you alone bear the risk of any communication, meeting, or other connection with a User. You acknowledge and agree that Gebni is not a party to any communication, meeting or agreement between you and another User, and that we are not liable to you for any loss incurred as the result of a User’s acts or omissions, including without limitation fraud, failure to communicate, conversion, physical injury, mental distress, breach of contract, negligence, and intellectual property violations.
You acknowledge and agree that Gebni is not responsible for, and has no control over, the preparation or delivery of your food. Gebni simply transmits your order to the restaurant of your choice and lets them take it from there. Gebni disclaims liability, to the fullest extent permitted by law, for your order or any aspect thereof, including without limitation the content of your food, the manner and timing of its delivery, and any mistakes made by the restaurant. Additionally, Gebni disclaims liability for consumers who use the Service.
You acknowledge and agree that Gebni does not necessarily have control over the quality, safety, morality or legality of any User or any service(s) they offer you, the truth or accuracy of any User statements, or the ability of Users to fulfill their obligations under an agreement with you. Gebni cannot ensure that a User will actually complete a transaction or follow through on their promises.
Gebni cannot guarantee the true identity, age, and nationality of a User. Gebni encourages you to communicate directly with Users through the tools available on the application.
8. Representations and Warranties
You hereby represent and warrant to Gebni as follows:
b. Your Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers' rights, rights of privacy or publicity, or rights in confidential information.
c. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in Your Content in order to include their name, voice, performance or likeness in Your Content and to publish the same on the Websites and via any third party services.
d. Your Content, including any comments that you may post on the Websites, is not and will not be unlawful, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, will not promote violence, terrorism, or illegal acts, or incite hatred on grounds of race, gender, religion or sexual orientation.
e. Your Content does not and will not create any liability on the part of Gebni, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
Gebni reserves the right to remove Your Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of Your Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.
9. Term; Refunds. This Agreement will remain in full force and effect while you use the Websites and/or Service. You may terminate your membership and/or subscription at any time by contacting us at firstname.lastname@example.org. If you resign or cancel your membership and/or subscription to Gebni, to help Gebni analyze and improve the Service, you may be asked to provide a reason for your resignation/cancellation. Gebni may terminate your membership and/or subscription for any reason by sending notice to you at the email address you provide in your application for membership, or such other email address as you may later provide to Gebni. If Gebni terminates your membership in the Service because you have breached this Agreement, you will not be entitled to any refund of unused subscription fees. All decisions regarding the termination of accounts shall be made in the sole discretion of Gebni. Gebni is not required to provide you notice prior to terminating your membership and/or subscription. Gebni is not required, and may be prohibited, from disclosing a reason for the termination of your account. Even after your membership or subscription is terminated, this Agreement will remain in effect. All terms that by their nature may survive termination of this Agreement shall be deemed to survive such termination.
By using the Service, you acknowledge and agree that Gebni is unable to
provide a refund of any fees paid without the permission and consent of the
partner restaurant. In the event that your order was not delivered,
incorrect, or otherwise faulty, Gebni will make its best efforts to work
with the restaurant to rectify the situation; however, we cannot guarantee
that we will be able to issue you a refund.
10. Membership; Pricing; Pre-Orders.
a. You may become a free Member of the Service at no cost. As a free Member, you will have the ability to participate in some, but not all, of the features and services available within the Service and/or have the ability to participate in such features and services for a limited period of time. In order to access additional features and services and/or to enjoy continuous use of additional features and services, you must become a paying subscriber to the Service. Please note that the billing policies that are disclosed to you in subscribing to the service are deemed part of this Agreement. Notwithstanding anything herein, you are solely responsible for all taxes associated with your use of the Software and/or Service.
b. You may place orders on the Platform up to two (2) weeks in advance of the expected first date of delivery (such orders, Pre-Orders”). Any Pre-Orders may be modified up to, but not later than, 48 hours prior to the first date of the scheduled delivery. If you cancel a Pre-Order, you will receive a credit from Gebni that may be used toward a future purchase on the Platform (the “Credit”). If you cancel a Pre-Order less than 48 hours but more than 24 hours before the scheduled delivery, you will only receive a credit of fifty percent (50%) of the total cost of the Pre-Order.
11. Charges on Your Billing Account.
a. General. Gebni bills you through an online account (your "Billing Account") for such charges. You agree to pay all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize Gebni to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method. Gebni reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment. Gebni reserves the right to set, and change, prices at its sole discretion. Furthermore, you acknowledge and agree that prices may change frequently based on a number of factors, including without limitation demand.
b. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. Gebni may submit periodic charges (e.g. monthly) without further authorization from you, until you provide prior notice (confirmed in writing by Gebni) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before Gebni could reasonably act. You may cancel your paid membership or change your payment information in your account settings. For your convenience, we take your payment information so that your Gebni membership will not be interrupted. We auto-renew your membership at the level you selected. Your Gebni subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable). To cancel, simply log into your account and follow the instructions for cancellation; alternatively, you may send us an email at email@example.com. Please note that you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If you add additional users to your account, such users will be billed in the next billing cycle for the month in which they were added and for the subsequent month. You agree to pay for each user on your account at any time during the monthly billing cycle, without proration.
c. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY GEBNI IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE GEBNI ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT GEBNI MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY GEBNI).
d. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.
e. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that Gebni is authorized to charge your Payment Method. Gebni may submit those charges for payment and you will be responsible for such charges. This does not waive Gebni’s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
12. Modifications to Service. Gebni reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Gebni shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
13. Blocking of IP Addresses. In order to protect the integrity of the Services, Gebni reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Websites.
14. Content on Gebni
a. Proprietary Rights. Gebni retains all proprietary rights in the Websites and the Service. The Websites contains the copyrighted material, trademarks, and other proprietary information of Gebni, and its licensors. Except where we have given you express written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information. All content on Gebni is proprietary. Except where otherwise specified in this Agreement, all Content is copyrighted material of Gebni and for Gebni Members' use only. Distribution of Content to others is strictly prohibited. You agree that Gebni would be irreparably harmed by any violation or threatened violation of this section and that, therefore, Gebni shall be entitled to an injunction prohibiting you from any violation or threatened violation of this section, without posting bond, in addition to any other right or remedy it may have.
b. Ownership of Your Content; Licenses.
You agree that any content you upload to the Websites and/or the Service (“Your Content”) shall become the property of Gebni, including without limitation Reviews as that term is defined below. This shall have no effect on Sections 16 (Copyright Policy), 20 (Limitation of Liability), and 21 (Indemnity by You) of this Agreement.
However, with respect to Your Content, Gebni grants you a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such content, except with regard to commercial or for-profit use account.
Any Content other than Your Content is the property of the relevant Uploader, and is or may be subject to copyright, trademark rights or other intellectual property or proprietary rights. Such Content may not be downloaded, reproduced, distributed, transmitted, re-uploaded, republished, displayed, sold, licensed, made available or otherwise communicated to the public or exploited for any purposes except via the features of the Websites from time to time and within the parameters set by the Uploader on the Service or with the express written consent of the Uploader. Where you repost another user's Content, or include another user's Content in a set, you acquire no ownership rights whatsoever in that Content. Subject to the rights expressly granted in this section, all rights in Content are reserved to the relevant Uploader.
You may post reviews of restaurants and establishments on the Websites (the “Reviews”). All such Reviews must be true and not misleading. Gebni reserves the right to remove any Review that Gebni determines, in its sole discretion, is false, misleading, fraudulent, or otherwise illegitimate.
15. Restrictions on Use of Materials
You acknowledge that Gebni contains images, text, and other content (collectively, "Intellectual Property") that is protected by copyrights, patents, trademarks, trade secrets and/or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All Intellectual Property is copyrighted under the United States copyright laws (and, if applicable, similar foreign laws), and Gebni owns a copyright in the selection, coordination, arrangement and enhancement of such Intellectual Property. All trademarks appearing on this Websites are trademarks of their respective owners. You may not modify, publish, transmit, distribute, perform, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Intellectual Property, in whole or in part. When Intellectual Property is downloaded to your computer, you do not obtain any ownership interest in such Intellectual Property. Modification of the Intellectual Property or use of the Intellectual Property for any other purpose, including, but not limited to, use of any Intellectual Property in printed form or on any other website or networked computer environment is strictly prohibited unless you receive our prior written consent.
16. Copyright Policy. Gebni prohibits the submission or posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity.
Pursuant to Title 17, United States Code, Section 512(c)(2) or for any other claim of copyright infringement, you hereby agree that notifications of claimed copyright infringement be sent by certified mail to:
Legal Department, Gebni, 7 Peter Cooper Rd apt 4E New York, NY 10010.
If you believe that your intellectual property right (or such a right that you are responsible for enforcing) is infringed by any content on the Site, please write to Gebni at the address shown above, giving a written statement that contains:
a. identification of the copyrighted work and/or intellectual property right claimed to have been infringed;
b. identification of the allegedly infringing material on the Site that is requested to be removed;
c. your name, address, and daytime telephone number, and an e-mail address if available;
d. a statement that you have a good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law;
e. a statement that the information in the notification is accurate, and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of the right that is allegedly infringed; and
f. the signature of the intellectual property right owner or someone authorized on the owner's behalf to assert infringement of the right.
Gebni will process any notice of alleged infringement which it receives and will take appropriate action as required by the Digital Millennium Copyright Act (DMCA) 17 U.S.C. 512(c)(3) or other applicable copyright law. U.S. law provides significant penalties for submitting such a statement falsely. Under appropriate circumstances, persons who repeatedly submit infringing or unlawful material will be prohibited from posting further submissions.
17. Liability for Content
You hereby acknowledge and agree that Gebni (i) stores Content and other information at the direction, request and with the authorization of its users, (ii) acts merely as a passive conduit and/or host for the uploading, storage and distribution of such Content, and (iii) plays no active role and gives no assistance in the presentation or use of the Content. You are solely responsible for all of Your Content that you upload, post or distribute to, on or through the Websites, and to the extent permissible by law, Gebni excludes all liability with respect to all Content (including Your Content) and the activities of its users with respect thereto.
Gebni and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude, to the fullest extent permitted by law, any and all liability which may arise from any Content uploaded to the Websites by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of defamatory, pornographic, obscene or offensive material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Websites. By using the Websites, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Gebni or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.
18. Repeat Infringers
We will also suspend or terminate your account without warning if ordered to do so by a court, and/or in other appropriate circumstances, as determined by Gebni at its sole discretion.
19. Terms for the iOS App
You further acknowledge and agree that Apple is not responsible for addressing or resolving any claims by you or a third party relating to your use and/or possession of the App, including, but not limited to, warranty or liability claims, claims that the App fails to conform to a legal or regulatory requirement, consumer protection or similar claims, or claims that the App infringes the intellectual property rights of a third party (including, without limitation, trademark, copyright, and/or patent rights).
20. Limitation of Liability. In no event shall Gebni be liable for any
damages whatsoever, whether direct, indirect, general, special,
compensatory, consequential, and/or incidental, arising out of or relating
to the Websites or Service, or use thereof. Nothing contained in this
Websites or in any written or oral communications from Gebni or its
employees or agents shall be construed to make any promise, covenant, or
guaranty, all of which are explicitly disclaimed hereby, contrary to the
statements and disclaimers contained in this paragraph.
The content and functionality on the Websites and the services provided by employees of the Websites are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Gebni makes no warranties, express or implied, as to the ownership, accuracy, completeness or adequacy of the Websites’ content or that the functionality of the Websites will be uninterrupted or error-free or free from virus or third party attack. You hereby acknowledge that your use of the Websites and the Service is at your sole risk. UNDER NO CIRCUMSTANCES SHALL GEBNI, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE WEBSITES OR SERVICE OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE WEBSITES, EVEN IF GEBNI HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL GEBNI HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, WEBSITES OR THE SERVICE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS; LOST DATA; LOSS OF GOODWILL; COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY INFRINGEMENT; WORK STOPPAGE; EQUIPMENT FAILURE OR MALFUNCTION; ILLEGAL, IMMORAL OR FRAUDULENT ACTIVITY; PERSONAL INJURY; PROPERTY DAMAGE; OR ANY OTHER DAMAGES OR LOSSES, EVEN IF GEBNI HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, you agree that the entire aggregate liability of Gebni and sole remedy available to any Member in any case in any way arising out of or relating to the Agreement, Websites or the Service shall be limited to monetary damages that in the aggregate may not exceed the greater of $500.00 or the sum of any amount paid by the Member or user to Gebni during the six months prior to notice to Gebni of the dispute for which the remedy is sought.
21. Indemnity by You. You agree to indemnify and hold Gebni, its subsidiaries, affiliates, officers, agents, and other partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
a. your use of the Service and/or Websites in violation of this Agreement and/or arising from a breach of this Agreement including without limitation your representations and warranties set forth above;
c. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Gebni.
22. Attorney Fees. In the event that Gebni is successful in whole or in part in any action or proceeding related to or arising from this Agreement, you shall be responsible for Gebni’s attorneys' fees and costs.
23. Parental or Guardian Permission
Some of the Content on the Websites may not be appropriate for children. CHILDREN UNDER THE AGE OF 17 (OR 16 IN BRAZIL) ARE NOT PERMITTED TO USE THE WEBSITES UNLESS A SUPERVISING PARENT OR GUARDIAN IS PRESENT. INDIVIDUALS UNDER THE AGE OF 17 (OR 16 IN BRAZIL) ARE NOT PERMITTED TO SUBSCRIBE TO OUR FEE-BASED SERVICES OR GIVE GEBNI THEIR EMAIL ADDRESS OR ANY OTHER PERSONALLY IDENTIFIABLE INFORMATION.
25. Jurisdiction and Choice of Law; Dispute Resolution. If there is any dispute arising out of the Websites and/or the Service, by using the Websites and/or Service, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions, and you expressly agree and consent to the exclusive jurisdiction and venue of the state and federal courts of the State of New York, for the resolution of any such dispute. Acceptance of the terms and conditions of this Agreement constitutes your consent to be sued in such courts and to accept service of process outside the State of New York with the same force and effect as if such service had been made within the State of New York. You hereby agree to accept service of process for any action hereunder by certified mail return receipt requested which service shall have the same force and effect as though service had been effected by personal service in the applicable jurisdiction. If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions.
26. Arbitration Provision/No Class Action. Except where prohibited by law, as a condition of using the Websites and/or Service, you agree that any and all disputes, claims and causes of action (collectively, "Claim") arising out of or connected with the Websites and/or Service, shall be resolved individually, without resort to any form of class action, exclusively by binding arbitration under the rules of the American Arbitration Association for full and final settlement of such Claim, and judgment on the award rendered in the arbitration may be entered in any court having jurisdiction thereof. Such arbitration shall be held in accordance with the Rules for Expedited Procedures under the Commercial Arbitration Rules of the American Arbitration Association or other mutually agreeable organization, before a single arbitrator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement), selected by agreement of both parties or by an independent mediator (with knowledge and expertise of copyright law if the claim is all or partially for copyright infringement) if the parties are unable to agree. The parties shall split the arbitration and/or mediator costs. An award rendered by the arbitrator(s) may be entered and confirmed by the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York. The parties agree that any post-arbitration action seeking to enforce an arbitration award or action seeking equitable or injunctive relief shall be brought exclusively in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York.
27. No Third Party Beneficiaries. You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
28. Availability Outside the U.S.
29. Entire Agreement
This Agreement contains the entire agreement between you and Gebni regarding the use of the Websites and/or the Service.
30. Severability; Waiver
If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Gebni’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Gebni’s ability to enforce such term at any point in the future.
The section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
Please contact us with any questions regarding this agreement. Gebni is a trademark of Gebni, Inc.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.