Eventgum, (a wholly owned subsidiary of Gorilla Toolz Inc.) Terms of Use Agreement
Eventgum is a business networking service that allows Members to
create unique business and personal profiles online in order to locate,
communicate and collaborate with other members of the business community. The services offered
by Eventgum, a wholly owned subsidiary of Gorilla Toolz Inc. ("Eventgum" or "we")
includes the Eventgum website (the "Eventgum Website"),
the Eventgum Internet messaging service, and any other features,
content, or applications offered from time to time by Eventgum in
connection with the Eventgum Website (collectively, the "Eventgum Services"). The Eventgum Services are hosted in the U.S.
This Terms of Use Agreement ("Agreement") sets forth the legally
binding terms for your use of the Eventgum Services. By using the Eventgum Services, you agree to be bound by this Agreement, whether you are a
"Visitor" (which means that you simply browse the Eventgum
Website) or you are a "Member" (which means that you have registered
with Eventgum). The term "User" refers to a Visitor or a
Member. You are only authorized to use the Eventgum Services (regardless
of whether your access or use is intended) if you agree to abide by all
applicable laws and to this Agreement. Please read this Agreement carefully and
save it. If you do not agree with it, you should leave the Eventgum
Website and discontinue use of the Eventgum Services immediately. If you
wish to become a Member, communicate with other Members and make use of the
Eventgum Services, you must read this Agreement and indicate your
acceptance during the Registration process.
This Agreement includes Eventgum's policy for acceptable use of
the Eventgum Services posted on the Eventgum Website, your rights,
obligations and restrictions regarding your use of the Eventgum Services
and Eventgum's Privacy Policy. In order to participate in certain
Eventgum Services, you may be notified that you are required to download
software or content and/or agree to additional terms and conditions. Unless
otherwise provided by the additional terms and conditions applicable to the
Eventgum Services in which you choose to participate, those additional
terms are hereby incorporated into this Agreement. You may receive a copy of
this Agreement by emailing us at: privacy@eventgum.com.
Eventgum or Gorilla Toolz Inc., may modify this Agreement from time to time and such
modification shall be effective upon posting by Eventgum on the
Eventgum Website. You agree to be bound to any changes to this Agreement
when you use the Eventgum Services after any such modification is posted.
It is therefore important that you review this Agreement regularly to ensure
you are updated as to any changes.
Please choose carefully the information you post on Eventgum and
that you provide to other Users. Your Eventgum profile may not
include the following items: any photographs containing nudity, or obscene, lewd, excessively violent,
harassing, sexually explicit or otherwise objectionable subject matter. Despite
this prohibition, information provided by other Eventgum Members (for
instance, in their Profiles) may contain inaccurate, inappropriate, offensive or
sexually explicit material, products or services, and Eventgum and Gorilla Toolz Inc.
assumes no responsibility or liability for this material. If you become aware
of misuse of the Eventgum Services by any person, please contact Eventgum
or click on the "Report Inappropriate Use" link on the left side of
any Eventgum page.
Eventgum reserves the right, in its sole discretion, to reject,
refuse to post or remove any posting (including private messages) by you, or to
restrict, suspend, or terminate your access to all or any part of the Eventgum Services at any time, for any or no reason, with or without prior notice,
and without liability. Eventgum expressly reserves the right to
remove your profile and/or restrict, suspend, or terminate your access to any
part of Eventgum Services if Eventgum determines, in its sole
discretion, that you pose a threat to Eventgum and/or its Users.
- Eligibility. Use of and Membership in the Eventgum
Services is void where prohibited. By using the Eventgum Services,
you represent and warrant that (a) all registration information you submit
is truthful and accurate; (b) you will maintain the accuracy of such
information; (c) you are 17 years of age or older; and (d) your use of the
Eventgum Services does not violate any applicable law or regulation.
Your profile may be deleted and your Membership may be terminated without
warning, if we believe that you are under 17 years of age.
- Term. This Agreement shall remain in full force and
effect while you use the Eventgum Services or are a Member. You may
terminate your Membership at any time, for any reason, by following the
instructions on the Member's Account Settings page. Eventgum may
terminate your Membership at any time, without advance notice. Even after
Membership is terminated, this Agreement will remain in effect, including
sections 5-17.
- Fees. You acknowledge that Eventgum
reserves the right to charge for the Eventgum Services and to change
its fees from time to time in its discretion. If Eventgum terminates
your Membership because you have breached the Agreement, you shall not be
entitled to the refund of any unused portion of subscription fees.
- Password. When you sign up to become a Member, you will
also be asked to choose a password. You are entirely responsible for
maintaining the confidentiality of your password. You agree not to use the
account, username, or password of another Member at any time or to
disclose your password to any third party. You agree to notify Eventgum immediately if you suspect any unauthorized use of your account
or access to your password. You are solely responsible for any and all use
of your account.
- Use by Members. The Eventgum Services are for the business
use of Members only and may not be used in connection with any commercial
endeavors except those that are specifically provided by Eventgum and Gorilla Toolz
Inc.. Illegal and/or unauthorized use of the Eventgum Services,
including collecting usernames and/or email addresses of Members by
electronic or other means for the purpose of sending unsolicited email or
unauthorized framing of or linking to the Eventgum Website is
prohibited. Unauthorized use may result in the removal of a Member's
profile without notice and may result in termination of Membership privileges.
Appropriate legal action will be taken for any illegal or unauthorized use
of the Eventgum Services.
- Proprietary Rights in Content on Eventgum.
- Eventgum does
not claim any ownership rights in the text, files, images, photos, video,
sounds, musical works, works of authorship, or any other materials
(collectively, "Content") that you post to the Eventgum
Services. After posting your Content to the Eventgum Services, you
continue to retain all ownership rights in such Content, and you continue
to have the right to use your Content in any way you choose. By
displaying or publishing ("posting") any Content on or through
the Eventgum Services, you hereby grant to Eventgum a
limited license to use, modify, publicly perform, publicly display,
reproduce, and distribute such Content solely on and through the Eventgum Services.
- Without this license, Eventgum and Gorilla Toolz Inc. would be
unable to provide the Eventgum Services. For example, without the right to
modify Member Content, Eventgum would not be able to digitally
compress music files that Members submit or otherwise format Content to satisfy
technical requirements, and without the right to publicly perform Member
Content, Eventgum could not allow Users to listen to music posted by
Members. The license you grant to Eventgum and Gorilla Toolz Inc. is non-exclusive (meaning
you are free to license your Content to anyone else in addition to Eventgum), fully-paid and royalty-free (meaning that Eventgum or Gorilla Toolz Inc. is
not required to pay you for the use on the Eventgum Services of the
Content that you post), sublicensable (so that Eventgum is able to
use its affiliates and subcontractors such as Internet content delivery networks
to provide the Eventgum Services), and worldwide (because the Internet and
the Eventgum Services are global in reach). This license will terminate at
the time you remove your Content from the Eventgum Services. The license
does not grant Eventgum or Gorilla Toolz Inc. the right to sell your Content, nor does the
license grant Eventgum or Gorilla Toolz Inc. the right to distribute your Content outside
of the Eventgum Services.
- You represent and
warrant that: (i) you own the Content posted by you on or through the
Eventgum Services or otherwise have the right to grant the license
set forth in this section, and (ii) the posting of your Content on or
through the Eventgum Services does not violate the privacy rights,
publicity rights, copyrights, contract rights or any other rights of any
person. You agree to pay for all royalties, fees, and any other monies
owing any person by reason of any Content posted by you to or through the
Eventgum Services.
- The Eventgum
Services contain Content of Eventgum ("Eventgum Content"). Eventgum Content is protected by copyright,
trademark, patent, trade secret and other laws, and Eventgum
owns and retains all rights in the Eventgum Content and the Eventgum Services. Eventgum hereby grants you a limited,
revocable, nonsublicensable license to reproduce and display the Eventgum Content (excluding any software code) solely for your personal
use in connection with viewing the Eventgum Website and using the
Eventgum Services.
- The Eventgum
Services contain Content of Users and other Eventgum licensors.
Except for Content posted by you, you may not copy, modify, translate,
publish, broadcast, transmit, distribute, perform, display, or sell any
Content appearing on or through the Eventgum Services.
- Content Posted.
- Eventgum may
delete any Content that in the sole judgment of Eventgum
violates this Agreement or which may be offensive, illegal or violate the
rights, harm, or threaten the safety of any person. Eventgum
assumes no responsibility for monitoring the Eventgum Services for
inappropriate Content or conduct. If at any time Eventgum
chooses, in its sole discretion, to monitor the Eventgum Services,
Eventgum and Gorilla Toolz Inc. nonetheless assumes no responsibility for the Content,
no obligation to modify or remove any inappropriate Content, and no
responsibility for the conduct of the User submitting any such Content.
- You are solely
responsible for the Content that you post on or through any of the
Eventgum Services, and any material or information that you transmit
to other Members and for your interactions with other Users. Eventgum does not endorse and has no control over the Content. Content
is not necessarily reviewed by Eventgum prior to posting and
does not necessarily reflect the opinions or policies of Eventgum.
Eventgum and Gorilla Toolz Inc. make no warranties, express or implied, as to
the Content or to the accuracy and reliability of the Content or any
material or information that you transmit to other Members.
- Content Prohibited. The
following is a partial list of the kind of Content that is illegal or
prohibited to post on or through the Eventgum Services. Eventgum reserves the right to investigate and take appropriate legal action
against anyone who, in Eventgum's sole discretion, violates this
provision, including without limitation, removing the offending
communication from the Eventgum Services and terminating the
Membership of such violators. Prohibited Content includes, but is not
limited to Content that, in the sole discretion of Eventgum:
- is patently offensive
and promotes racism, bigotry, hatred or physical harm of any kind against
any group or individual;
- harasses or advocates
harassment of another person;
- exploits people in a
sexual or violent manner;
- contains nudity,
violence, or offensive subject matter or contains a link to an adult
website;
- solicits personal
information from anyone under 18;
- provides any telephone
numbers, street addresses, last names, URLs or email addresses;
- promotes information
that you know is false or misleading or promotes illegal activities or
conduct that is abusive, threatening, obscene, defamatory or libelous;
- promotes an illegal or
unauthorized copy of another person's copyrighted work, such as providing
pirated computer programs or links to them, providing information to
circumvent manufacture-installed copy-protect devices, or providing
pirated music or links to pirated music files;
- involves the
transmission of "junk mail," "chain letters," or
unsolicited mass mailing, instant messaging, "spimming," or
"spamming";
- contains restricted or
password only access pages or hidden pages or images (those not linked to
or from another accessible page);
- furthers or promotes
any criminal activity or enterprise or provides instructional information
about illegal activities including, but not limited to making or buying
illegal weapons, violating someone's privacy, or providing or creating
computer viruses;
- solicits passwords or
personal identifying information for commercial or unlawful purposes from
other Users;
- involves commercial
activities and/or sales without our prior written consent such as
contests, sweepstakes, barter, advertising, or pyramid schemes;
- includes a photograph
of another person that you have posted without that person's consent; or
- for band and filmmaker
profiles, uses sexually suggestive imagery or any other unfair,
misleading or deceptive Content intended to draw traffic to the profile.
- Activity Prohibited
The following is a partial list of the kind of
activity that is illegal or prohibited on the Eventgum Website and through
your use of the Eventgum Services. Eventgum reserves the right
to investigate and take appropriate legal action against anyone who, in Eventgum's sole discretion, violates this provision, including without
limitation, reporting you to law enforcement authorities. Prohibited activity
includes, but is not limited to:
- criminal or tortious
activity, including child pornography, fraud, trafficking in obscene
material, drug dealing, gambling, harassment, stalking, spamming,
spimming, sending of viruses or other harmful files, copyright
infringement, patent infringement, or theft of trade secrets;
- advertising to, or
solicitation of, any Member to buy or sell any products or services
through the Eventgum Services. You may not transmit any chain
letters or junk email to other Members. It is also a violation of these
rules to use any information obtained from the Eventgum Services in
order to contact, advertise to, solicit, or sell to any Member without
their prior explicit consent. In order to protect our Members from such
advertising or solicitation, Eventgum reserves the right to
restrict the number of emails which a Member may send to other Members in
any 24-hour period to a number which Eventgum deems appropriate
in its sole discretion. If you breach this Agreement and send unsolicited
bulk email, instant messages or other unsolicited communications of any
kind through the Eventgum Services, you acknowledge that you will
have caused substantial harm to Eventgum, but that the amount
of such harm would be extremely difficult to ascertain. As a reasonable
estimation of such harm, you agree to pay Eventgum $50 for each
such unsolicited email or other unsolicited communication you send
through the Eventgum Services;
- covering or obscuring
the banner advertisements on your personal profile page, or any Eventgum page via HTML/CSS or any other means;
- any automated use of
the system, such as using scripts to add friends or send comments or
messages;
- interfering with,
disrupting, or creating an undue burden on the Eventgum Services or
the networks or services connected to the Eventgum Services;
- attempting to
impersonate another Member or person;
- using the account,
username, or password of another Member at any time or disclosing your
password to any third party or permitting any third party to access your
account;
- selling or otherwise
transferring your profile;
- using any information
obtained from the Eventgum Services in order to harass, abuse, or
harm another person;
- displaying an
advertisement on your personal profile, or accepting payment or anything
of value from a third person in exchange for your performing any
commercial activity on or through the Eventgum Services on behalf of
that person, such as placing commercial content on your personal profile,
posting blogs or bulletins with a commercial purpose, selecting a profile
with a commercial purpose; or
- using the Eventgum
Services in a manner inconsistent with any and all applicable laws and
regulations.
- Copyright
Policy. You may not
post, modify, distribute, or reproduce in any way any copyrighted
material, trademarks, or other proprietary information belonging to others
without obtaining the prior written consent of the owner of such
proprietary rights. It is the policy of Eventgum to terminate
Membership privileges of any Member who infringes the copyright rights of
others upon receipt of proper notification to Eventgum by the
copyright owner or the copyright owner's legal agent. Without limiting the
foregoing, if you believe that your work has been copied and posted on the
Eventgum Services in a way that constitutes copyright infringement,
please provide our Copyright Agent with the following information: (i) an
electronic or physical signature of the person authorized to act on behalf
of the owner of the copyright interest; (ii) a description of the
copyrighted work that you claim has been infringed; (iii) a description of
where the material that you claim is infringing is located on the Eventgum Services; (iv) your address, telephone number, and email address;
(v) a written statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright owner, its agent, or the
law; (vi) a statement by you, made under penalty of perjury, that the
above information in your notice is accurate and that you are the
copyright owner or authorized to act on the copyright owner's behalf.
Eventgum's Copyright Agent for notice of claims of copyright
infringement can be reached as follows: O'Donnell Fox Agent, Eventgum c/o Gorilla
Toolz, Inc., 880 Third Ave., New York, NY; Facsimile: (212) 319-3597;
Attn: Thomas O'Donnell, Copyright Agent; and email: copyrightagent@eventgum.com .
- Member Disputes. You are solely responsible for your
interactions with other Eventgum Members. Eventgum
reserves the right, but has no obligation, to monitor disputes between you
and other Members.
- Privacy. Use of the Eventgum Services is also
governed by our Privacy Policy, which is incorporated into this Agreement
by this reference.
- Disclaimers. Eventgum and Gorilla Toolz Inc. are not responsible for any
incorrect or inaccurate Content posted on the Eventgum Website or in
connection with the Eventgum Services, whether caused by Users of the
Eventgum Services or by any of the equipment or programming
associated with or utilized in the Eventgum Services. Profiles
created and posted by Members on the Eventgum Website may contain
links to other websites. Eventgum and Gorilla Toolz Inc. are not responsible for the
Content, accuracy or opinions expressed on such websites, and such
websites are in no way investigated, monitored or checked for accuracy or
completeness by Eventgum and Gorilla Toolz Inc.. Inclusion of any linked website on the
Eventgum Services does not imply approval or endorsement of the
linked website by Eventgum or Gorilla Toolz Inc.. When you access these third-party
sites, you do so at your own risk. Eventgum and Gorilla Toolz Inc. takes no
responsibility for third party advertisements which are posted on this
Eventgum Website or through the Eventgum Services, nor does it
take any responsibility for the goods or services provided by its
advertisers. Gorilla Toolz Inc. is not responsible for the conduct,
whether online or offline, of any User of the Eventgum Services.
Gorilla Toolz Inc. assumes no responsibility for any error, omission,
interruption, deletion, defect, delay in operation or transmission,
communications line failure, theft or destruction or unauthorized access
to, or alteration of, any User or Member communication. Eventgum and Gorilla Toolz Inc.
are not responsible for any problems or technical malfunction of any
telephone network or lines, computer online systems, servers or providers,
computer equipment, software, failure of any email or players due to
technical problems or traffic congestion on the Internet or on any of the
Eventgum Services or combination thereof, including any injury or
damage to Users or to any person's computer related to or resulting from
participation or downloading materials in connection with the Eventgum Services. Under no circumstances shall Eventgum and Gorilla Toolz Inc. be
responsible for any loss or damage, including personal injury or death,
resulting from use of the Eventgum Services, attendance at an Eventgum event, from any Content posted on or through the Eventgum
Services, or from the conduct of any Users of the Eventgum Services,
whether online or offline. The Eventgum Services are provided
"AS-IS" and as available and Eventgum and Gorilla Toolz Inc. expressly
disclaim any warranty of fitness for a particular purpose or
non-infringement. Eventgum and Gorilla Toolz Inc. cannot guarantee and does not promise
any specific results from use of the Eventgum Services.
- Limitation on
Liability. IN NO EVENT
SHALL EVENTGUM OR GORILLA TOOLZ INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE
SERVICES, EVEN IF EVENTGUM OR GORILLA TOOLZ INC. HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, EVENTGUM AND GORILLA TOOLZ INC.'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND
REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE
AMOUNT PAID, IF ANY, BY YOU TO EVENTGUM OR GORILLA TOOLZ INC. FOR THE EVENTGUM
SERVICES DURING THE TERM OF MEMBERSHIP.
- U.S. Export Controls. Software available in connection with the
Eventgum Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Eventgum
website or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
- Disputes. If there is any dispute about or involving
the Eventgum Services, you agree that the dispute shall be governed
by the laws of the State of New York, USA, without regard to conflict of
law provisions and you agree to exclusive personal jurisdiction and venue
in the state and federal courts of the United States located in the State
of New York, City of New York. Either Gorilla Toolz Inc. or you may demand
that any dispute between Gorilla Toolz Inc. and you about or involving the
Eventgum Services must be settled by arbitration utilizing the
dispute resolution procedures of the American Arbitration Association
(AAA) in New York, New York, USA, provided that the foregoing shall not
prevent Eventgum or Gorilla Toolz Inc. from seeking injunctive relief in a court of
competent jurisdiction.
- Indemnity. You agree to indemnify and hold Eventgum and Gorilla Toolz
Inc., its subsidiaries, and affiliates, and their respective officers,
agents, partners and employees, harmless from any loss, liability, claim,
or demand, including reasonable attorneys' fees, made by any third party
due to or arising out of your use of the Eventgum Services in
violation of this Agreement and/or arising from a breach of this Agreement
or arising out of any claim of
copyright, patent or trademark infringement, and/or any breach of your representations and
warranties set forth above and/or if any Content that you post on the
Eventgum Website or through the Evengum Services causes Eventgum and/or Gorilla
Toolz Inc. to be liable to another.
- Other. This Agreement is accepted upon your use of
the Eventgum Website or any of the Eventgum Services and is
further affirmed by you becoming a Member. This Agreement constitutes the
entire agreement between you and Eventgum, a wholly owned subsidiary of Groilla Toolz Inc., regarding the use of
the Eventgum Services. The failure of Eventgum or Gorilla Toolz Inc. to exercise
or enforce any right or provision of this Agreement shall not operate as a
waiver of such right or provision. The section titles in this Agreement
are for convenience only and have no legal or contractual effect. Eventgum and Gorilla
Toolz are trademarks of Gorilla Toolz, Inc. This Agreement operates to the
fullest extent permissible by law. If any provision of this Agreement is
unlawful, void or unenforceable, that provision is deemed severable from
this Agreement and does not affect the validity and enforceability of any
remaining provisions.
Please contact us at: Eventgum with any questions regarding this
Agreement.