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These Website Terms of Use (“Terms”) apply to the use of our websites and other digital portals that link to these Terms (collectively, “Sites”) that are owned or controlled by Gorgias Inc. and its affiliates (“Company”, “we”, “us”). These Terms also govern any access to or use of the Sites or its content, services and tools by You, Your agents and other representatives on Your behalf (collectively referred to as, “You”). These terms do not apply to your access and use of our products or services that are made available to You under a subscription (the “Services”). The purchase, use, and support of Our Services are governed by our Master Subscription Agreement, including any information and data we collect in connection with Your use of the Services.
By accessing or using the Sites or any of its content, You represent to Gorgias that (i) You are lawfully able to accept these Terms and form this contract (e.g., You are not a minor), (ii) You consent to contract with Gorgias electronically, that the Terms can be maintained in electronic form, and that clicking on the ’Submit’ button or using the Sites constitutes Your acceptance to these Terms intending to be legally bound in the same manner as if these Terms and electronic signatures were done in paper form, and (iii) if You are entering into these Terms on behalf or as a representative of an entity, such as the company You work for, You have the authority to bind that entity. If You do not agree with these Terms, do not use the Sites.
Right to Access. You are granted permission to use the Sites and the content therein for Your internal business use and consideration, and not for any further distribution, publication, copying, operation as a service, or other exploitation not expressly permitted under these Terms or other agreements between You and us. The Sites and the content available on the Sites are owned or licensed by us and subject to United States and international intellectual property laws. Except as expressly granted herein, no right or licenses to our Sites or content located therein are granted by these Terms. This permission applies to public-facing Sites and those Sites or services and tools available on such Sites that require creation of an account or use of security access credentials. The use of any materials, content, and online tools on the Sites permitted under these Terms are subject to applicable laws [and other Gorgias’ policies referenced herein].
Authenticated Access. Depending on the Sites and the online services and tools we make available to our customers, You may be asked to create an account with us as a prerequisite to obtaining access to such services and tools (e.g., the Referral Program Portal). When You create such an account, You represent that such accounts are being created by You or someone that is authorized to legally act on Your behalf. Your use and access to such authenticated services and tools are (i) subject to Your compliance with these Terms and policies we have communicated to You, and (ii) solely for the period we have granted access to such services and tools, in its sole discretion or as provided in the relevant agreement covering such authenticated services and tools, if any.
Order of Precedence. These Terms supplement and do not replace any other agreement between You and Gorgias related to the Sites and any online services, including any Software-as-a-Service You have subscribed to with Gorgias. If there is a conflict between these Terms and other agreements that govern Your use of the relevant Sites or digital services and tools accessible on such Sites, those agreement terms will govern.
For information on Our practices concerning personally identifiable information and data collection, usage, disclosure and other processing practices, please review Gorgias’ Privacy Notice if you reside in a jurisdiction other than the European Economic Area, the United Kingdom, and Switzerland. For information on our processing of personal data from the European Economic Area, the United Kingdom, and Switzerland, please review our EU Privacy Policy.
Prohibitions. You are prohibited from, and You agree to cause Your personnel and representatives that use the Sites on Your behalf or for Your benefit from, using the Sites:
• in any way that violates any applicable federal, state, local, or international law or regulation;
• for fraudulent purposes;
• for the purpose of exploiting, harming, or attempting to exploit or harm others in any way, including by exposing them to inappropriate content;
• to store, publish, display, or transmit defamatory, infringing, libelous, harassing, abusive, threatening or otherwise unlawful or tortious material;
• to store, publish, display or transmit material in violation of third-party privacy rights;
• to send unsolicited messages or postings, including bulk commercial advertising or informational announcements and “spam”;
• to compromise or attempt to compromise the security of any Gorgias or third-party network, system, server, or account;
• to impersonate or attempt to impersonate Gorgias, Gorgias personnel, another subscriber or user, or any other person or entity; or
• in any way that restricts or inhibits anyone’s use or enjoyment of Gorgias’ services, or as determined by Gorgias, may harm Gorgias or users of the Gorgias or expose Gorgias or users of Gorgias to liability.
User Credentials. You are responsible for the login credentials created or provided to You in order to access authenticated services and tools on the Sites, including usernames and passwords, and Gorgias shall not be liable for any damages or losses that may occur as a result of Your failure to maintain the confidentiality of Your login credentials. Gorgias reserves the right to refuse registration of or cancel passwords it deems inappropriate; in which case it will notify You of such refusal. You are responsible for notifying Gorgias at support@gorgias.com if You become aware of any unauthorized use of or access to Your account.
Third-Party Links. The Sites may make available, or third parties may provide, links to other websites, applications, resources, advertisements, content or other products or services created, hosted or made available by third parties (“Third-Party Services”). Such third parties may use other third parties to provide portions of the Third-Party Service to You, such as technology, development or payment services. When You access or use a Third-Party Service, You are interacting with the applicable third party, not with Gorgias, and You do so at Your own risk. Gorgias is not responsible for, and makes no warranties, express or implied, as to the Third-Party Services or the providers of such Third-Party Services (including without limitation the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices of any third party).
No Sponsorship. Inclusion of any Third-Party Service or a link thereto on the Sites does not imply approval or endorsement of such Third-Party Service. Gorgias is not responsible or liable for the content or practices of any Third-Party Service, even if such Third-Party Service links to, or is linked by, the Sites. You are encouraged to review any terms, conditions and any privacy policies from such third party that may apply to the Third Party Services before using them or disclosing Your personal information directly to such third party.
Content Removal. Gorgias reserves the right, but does not assume the obligation, to investigate any violation of these Terms or misuse of the Sites. Gorgias has the right in its sole discretion to edit, refuse to post or remove any content posted, displayed, published or made available for download or use on the Sites that Gorgias finds to be in violation of these Terms. Gorgias may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate user information. Gorgias also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations.
Termination. Gorgias reserves the right to terminate or suspend these Terms or access to the Sites (in whole or in part) at any time with or without notice to You. Except as provided in any other agreement between You and Gorgias applicable to a Site, under no circumstances will Gorgias be liable to You or Your customers, employees, agents, representatives, or service providers if Gorgias suspends or terminates Your access or use of the Sites (in whole or in part). Without limiting the foregoing, Gorgias shall have the right to immediately terminate Your access to the Sites in the event of any conduct by You which Gorgias, in our sole discretion, considers to be unacceptable, or if You breach these Terms. Gorgias’ right to suspend or terminate Your use of the Sites applies even if a breach is committed unintentionally or without Your authorization if Gorgias believes that suspension or termination is necessary to ensure compliance with applicable laws or to protect the rights, safety, privacy, security or property of Gorgias, its customers or third parties. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, the ownership provisions, Indemnity, Disclaimers and Limitations of Liability.
THE WEBSITES AND ALL CONTENT AND OTHER ITEMS MADE AVAILABLE BY GORGIAS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. GORGIAS ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF DATA OR INFORMATION POSTED, DISPLAYED, PUBLISHED OR MADE AVAILABLE FOR DOWNLOAD OR USE ON OR THROUGH THE SITE, (ii) DAMAGES OF ANY NATURE WHATSOEVER (INCLUDING TO SYSTEMS OR DATA), RESULTING FROM USE OF THE SITE OR ANY CONTENT, SOFTWARE AND OTHER MATERIALS DOWNLOADED FROM THE SITES, (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES, OR (iv) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY NOT UNDER GORGIAS’ REASONABLE CONTROL.
GORGIAS DOES NOT GUARANTEE THAT THE SITES WILL BE SECURED OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION. GORGIAS SHALL USE REASONABLE EFFORTS CONSISTENT WITH PREVAILING INDUSTRY STANDARDS TO MAINTAIN THE SITES IN A MANNER WHICH MINIMIZES ERRORS AND INTERRUPTIONS OF THE SITES OR SERVICES AND TOOLS MADE AVAILABLE ON THE SITES. HOWEVER, THE SITES (OR COMPONENTS OF THE SITES) MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY GORGIAS OR BY THIRD PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND GORGIAS’ REASONABLE CONTROL.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) SHALL EITHER PARTY TO THIS AGREEMENT, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA (WHERE SUCH DATA IS LOST IN THE COURSE OF TRANSMISSION VIA CUSTOMERS’ SYSTEMS OR OVER THE INTERNET THROUGH NO FAULT OF GORGIAS), BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY OTHER TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. SUCH LOSS OR DAMAGES ARE EXPRESSLY DISCLAIMED BY A PARTY TO THE OTHER PARTY.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GORGIAS’ AGGREGATE LIABILITY TO CUSTOMER, ITS AFFILIATES, OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT SHALL IN NO EVENT EXCEED $100.00 USD PER EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FREE ACCESS TO THE SITES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF GORGIAS WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. GORGIAS HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE ACCESS TO ITS SITES AND USE THE SERVICES AND/OR TOOLS MADE AVAILABLE ON OR THROUGH THE SITES. THE FOREGOING LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO CLAIMS OR DAMAGES ARISING FROM (1) THE BODILY INJURY OF A PERSON, OR (2) ANY FRAUD OR WILLFUL MISCONDUCT OF GORGIAS.
THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMERS AND AFFILIATES, AND SHALL NOT BE CUMULATIVE.
You agree to defend, indemnify and hold harmless Gorgias, its affiliates and their respective employees, contractors, agents, officers and directors from and against any and all claims, actions, demands, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation attorneys’ fees) by or on behalf of a third party arising out of or relating to (i) Your use of the Sites, (ii) breach of these Terms (including any Gorgias policies referenced in these Terms), (iii) violation of law, or (iv) any content and information that You post, disclose, or submit to Gorgias in connection with the use of the Sites, or that You otherwise transfer, process, use or store in connection with the Sites.
Gorgias is entitled to rely upon (among other things) the Digital Millennium Copyright Act (DMCA) safe harbor available to certain service providers such as Gorgias. Although it is Gorgias’ policy to respond to clear notices of alleged copyright infringement, Gorgias recommends that You submit a notice pursuant to the DMCA directly to the customer who provided the content. Gorgias’ response to these notices may include forwarding the notice to the applicable provider or removing or disabling access to material claimed to be the subject of the infringing activity. We maintain policies and procedures to terminate subscribers that would be considered repeat infringers under the DMCA.
You may submit a DMCA notification to Gorgias at legal@gorgias.com or the following address:
Attn: Legal Department
180 Sansome St, Suite 1800,
San Francisco, CA 94014
The DMCA notification to Gorgias must include, where available, the following information:
Unless it is reasonably apparent to Gorgias that the applicable customer has already received a notice of infringement from You regarding a particular content, Gorgias will forward all the information You provide in Your notice, including Your contact information, to the relevant customer.
These Terms will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law principles. Any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in Manhattan County, State of New York, and the parties expressly consent to personal jurisdiction and venue in those courts.
Gorgias may modify or amend this policy from time to time. If Gorgias makes any material changes, as determined by Gorgias, to these terms Gorgias will notify You. If any of the changes are unacceptable to You, You should cease interacting or using the Sites. Your continued use of the Sites constitutes Your acceptance of the updated Terms.
If You have questions or complaints regarding these Terms, please contact us by email at: legal@gorgias.com or at
Attn: Legal Department
180 Sansome St, Suite 1800,
San Francisco, CA 94014
