Terms of Service
GigaStar Portal LLC - TERMS OF SERVICE
Last Updated: September 8th, 2022
Welcome to the GigaStar Portal, an online investment platform accessible by visiting https://gigastarmarket.io (the “Site”) and a mobile application version of the Site that will enable iOS and Android users access to the online investment platform (together, the “Portal”), operated by Creator Networks, Inc. and GigaStar Portal LLC, its subsidiary (together, “GigaStar”, “us”, “our”, “we”). The GigaStar Portal is registered with the Securities and Exchange Commission (the “SEC”) and a member of FINRA.
On our Portal, prospective investors can browse investment opportunities and make investments from among those opportunities. Prospective investors can also participate in blogs and discussion forums, read educational materials, and take advantage of other features that we might add from time to time. We refer to what we do on the Portal as the “Service”, including any features or applications that may be offered from time to time. We refer to anyone who uses the Portal, even just to browse, a “User”. Users in the process of or offering securities on the Portal may also be referred to as an “Issuer”. We refer to the images, text, and other content you see on the Portal as “Content”. On some parts of the Portal, Users can upload Content.
To learn more about GigaStar Market and equity crowdfunding, we encourage you to read our Educational Materials.
PLEASE CAREFULLY READ THE FOLLOWING TERMS OF SERVICE (THE “TERMS” OR “AGREEMENT”). YOU WILL BE DEEMED TO HAVE CONSENTED TO THE TERMS BY USING THE SERVICE IN ANY WAY, EVEN JUST BROWSING. WE MAY ALSO ASK YOU TO INDICATE YOUR CONSENT MORE FORMALLY BY CHECKING A BOX OR BY TAKING AN AFFIRMATIVE ACTION WITHIN THE PORTAL. THE SERVICE IS OFFERED SUBJECT TO ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS AND ALL OTHER OPERATING RULES, POLICIES, AND PROCEDURES WE MAY PUBLISH ON THE PORTAL, WHICH ARE INCORPORATED BY REFERENCE. THIS AGREEMENT SHALL CONTINUE TO APPLY EVEN IF YOU ARE NO LONGER A USER. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE WITH THESE TERMS OF SERVICE, PLEASE DO NOT USE THE PORTAL OR THE SERVICE. ALSO, IF YOU ARE UNDER THE AGE OF 18 YOU MAY NOT USE THE PORTAL IN ANY WAY.
YOU AGREE THAT GIGASTAR MAY MAKE CHANGES TO THE SERVICE, AT ANY TIME WITHOUT NOTICE, AND CAN REVISE THESE TERMS AT ANY TIME. WE WILL NOTIFY YOU OF SUCH REVISIONS BY POSTING AN UPDATED VERSION OF THESE TERMS ON THE PORTAL AND/OR DISCLOSE NEW TERMS ELSEWHERE ON THE PORTAL. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THESE TERMS. YOUR CONTINUED USE OF THE SERVICE SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.
USERS AGREE NOT TO DO ANYTHING TO CREATE A FALSE IMPRESSION THAT THEY ARE ENDORSED BY, PARTNERING WITH, OR ACTING ON BEHALF OF OR FOR THE BENEFIT OF GIGASTAR, INCLUDING, WITHOUT LIMITATION, BY INAPPROPRIATELY USING ANY INTELLECTUAL PROPERTY OF GIGASTAR. USERS ACT EXCLUSIVELY ON THEIR OWN BEHALF AND FOR THEIR OWN BENEFIT, AND NOT ON BEHALF OF GIGASTAR.
THE SERVICE IS COMPRISED OF AN ONLINE INVESTMENT PORTAL THROUGH WHICH PEOPLE AND ENTITIES SEEK TO RAISE FUNDS FOR THEIR OWN COMPANIES AND TO MAKE INVESTMENTS IN THE COMPANIES OF OTHERS. COMPANIES CAN OFFER GIFTS OR REWARDS IN THE FORM OF TANGIBLE ITEMS OR INTANGIBLE SERVICES (COLLECTIVELY “PERKS”) TO INVESTORS. PERKS ARE NOT OFFERED FOR SALE. GIGASTAR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SAFETY, MORALITY OR LEGALITY OF ANY INVESTMENT OPPORTUNITY OR PERK OR THE TRUTH OR ACCURACY OF USER CONTENT (AS DEFINED BELOW) POSTED ON THE PORTAL. GIGASTAR DOES NOT REPRESENT THAT COMPANIES WILL DELIVER PERKS OR THAT INVESTMENTS WILL BE USED AS DESCRIBED IN THE INVESTMENT MATERIALS. GIGASTAR HAS NO CONTROL OVER THE CONDUCT OF USERS AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW. USERS ACCESS AND USE THE SERVICE AT THEIR OWN RISK.
YOU ACKNOWLEDGE THAT GIGASTAR IS NOT A BROKER-DEALER OR AN INVESTMENT ADVISER. YOU ACKNOWLEDGE THAT GIGASTAR IS A REGISTERED FUNDING PORTAL WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC) AND A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA). GIGASTAR DOES NOT PROVIDE INVESTMENT ADVICE NOR MAKE RECOMMENDATIONS.
Representation and Warranties
By using the Service, you expressly represent and warrant that you are legally entitled to enter this Agreement. If you reside in a jurisdiction which restricts the use of the Service because of age or restricts the ability to enter agreements such as this one due to age, you must abide by such age limits and you must not use the Service. Without limiting the foregoing, the Service is not available to children (persons under the age of 18). If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity, its end users and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity, its end users and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Service.
To be eligible to use the Service, you must meet the following criteria and represent and warrant that you: (1) are not currently restricted from the Service; or not otherwise prohibited from having an Account with GigaStar; (2) are not a competitor of GigaStar and are not using the Service for reasons that are in competition with GigaStar; and (3) will only maintain one Account at any given time.
We may, in our sole discretion, refuse to offer the Service to any person or entity and/or change our eligibility criteria at any time.
IV. Account Registration
You may browse the Portal by signing up with your email, full name, and a password (“Account”), but as a condition of using certain aspects of the Service, including the ability to make investments in an Issuer, you will be required to provide additional personal information, connect your bank account, and agree to additional disclaimers. To register for an Account, you must be at least 18 years old. If you know a User is under the age of 18, please report them to us. You affirm that all information provided is true, accurate, current, and complete. You agree to update such information, as needed, to keep it accurate, complete and up-to-date. Providing false information to create an account may result in suspension and/or termination of your Account, and/or civil and/or criminal legal action against you.
GigaStar reserves the right in its sole discretion to refuse registration of an Account for any reason and at any time.
The Service may be integrated with third-party applications, and services (“Third-Party Applications”) to make available content, products, and/or services to you. These Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that GigaStar does not endorse and is not responsible or liable for the behavior, features, or content of any Third-Party Applications or for any transaction you may enter into with the provider of any such Third-Party Applications.
Unauthorized Use of Your Account
You agree that your Account will be self-directed and that you are solely responsible for all communications, purchases, orders, investment decisions and instructions made by your Account. You are responsible for maintaining the confidentiality of your password and are fully responsible for any and all activities that occur under your Account, whether or not you know about them. You agree to
(a) immediately notify us of any unauthorized use of your password or Account or any other breach of security, and
(b) ensure that you exit from your Account at the end of each session when accessing the Service.
GigaStar will not be liable for any loss or damage arising from your failure to comply with this section. You also agree to regularly check your account statements, including for any bank(s) with whom you have connected your Portal account.
Removal/Suspension of Your Account
With or Without Cause
We reserve the right to remove and/or suspend your Account at any time without notice, with or without cause (“Removal”). You retain no rights to your User Content (as defined herein) and/or the access thereto upon Removal.
You must not use the Service for any unlawful purpose. All information you provide through your Account must be truthful, accurate and current. You shall correct any information that is no longer accurate or current. You must not use the Service to “stalk” or otherwise harass another User or any other person. You must not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity. If you inappropriately use your Account, we may remove and/or suspend it.
Code of Conduct
You hereby agree that by using the Service you will not:
- Interfere with or disrupt the Service or the operation of GigaStar.
- Upload, email, or otherwise transmit any images or other User Content that are unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
- Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private, or sensitive information about another person, without that person's consent.
- Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
- Post User Content that is false, misleading, or inaccurate.
- Disparage or talk negatively about GigaStar or any other User.
- Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
- Transmit materials that contain any viruses or other computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
- Use the Service to artificially generate traffic or page links.
- Use the Service in a manner that breaches any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Use the Portal in a manner that could disable, overburden, or impair the Portal or interfere with any other party's use and enjoyment of the Portal.
- Directly or indirectly decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service.
- Modify, translate, or otherwise create derivative works of any part of the Service.
- Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Portal.
- Copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive from these Terms.
- Use the Portal to violate any law, statute, or regulation (including, without limitation, those governing securities regulation, consumer protection, unfair competition, anti-discrimination, or false advertising) or for any other unlawful purpose.
- Contact any Issuer that you first learned of on the Portal for any purpose other than to invest in the Issuer through the Portal.
- Contact any employees of GigaStar or its affiliates in an effort to hire them yourself, or to persuade them to work for someone else.
- Contact any other Users in an effort to persuade them to use any competitive online investment platforms, or to invest in any Issuers other than those listed on the Portal, or to stop using the Portal.
Our Obligation to Enforce the Code of Conduct
We will enforce the Code of Conduct described above wherever we become aware of violations and deem enforcement to be necessary. However, we do not necessarily monitor the Portal for violations and are not liable for any harm or damages caused to Users by another User’s violation of the Code of Conduct. If you believe the Code of Conduct is being violated, please contact us.
Our Right to Monitor
(i) monitor your use of the Portal, including any User Content you transmit through the Portal,
(ii) remove, edit, or refuse to post User Content, and
(iii) take any other actions we deem necessary in our sole discretion to protect our community of Users and our resources.
You cannot expect that communications through the Portal will remain private from us.
Upon any removal, termination, discontinuation, suspension, or cancellation of your Account, the following provisions of the Terms shall survive: Content; Warranty Disclaimers; Limitation of Liability; General Terms; and this section on Survival.
V. Registration Information
The securities offered on this Portal may generally be purchased by all investors, except that certain investors and/or investments may be restricted based on jurisdiction, regulatory requirements, financial status, and/or Accredited Investor status as defined by Rule 501 of Regulation D under the Securities Act of 1933, as amended. An “Accredited Investor” is defined as follows:
- a natural person who has individual net worth, or joint net worth with the person's spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
Explanation: In calculating net worth, you include all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property MINUS all debts and liabilities (other than a mortgage or other debt secured by your primary residence).
- a natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year;
- a director, executive officer, or general partner of the company selling the securities;
- a natural person who holds, in good standing, one of the following professional licenses: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65)
- a bank, insurance company, registered investment company, business development company, or small business investment company;
- a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended;
- an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state;
- an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Investment Advisers Act of 1940;
- an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
- a charitable organization, corporation, or partnership with assets exceeding $5 million;
- a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
- a family office, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, that (i) has assets under management in excess of $5,000,000; (ii) is not formed for the specific purpose of acquiring the securities and (iii) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment;
- a family client, as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940, of a family office meeting the above-mentioned requirements and whose prospective investment in the Company is directed by a person who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment;
- a business in which all the equity owners are Accredited Investors; or
- a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
Investor Transaction Fees
Investors will be charged the following non-refundable fees:
1) A $5 application fee will be applied to each transaction regardless of payment method.
2) A 5% fee will be applied to credit card transactions.
3) A $15 fee will be applied for domestic wire transfers.
4) A $35 fee will be applied for international wire transfers.
5) Cryptocurrency payments will carry a variable gas fee, which will be displayed on the cryptocurrency payments page.
WE ARE ENTITLED TO RELY UPON YOUR REPRESENTATIONS. YOU WILL IMMEDIATELY NOTIFY US OF ANY MATERIAL ADVERSE CHANGE IN SUCH INFORMATION OR IF YOU DO NOT QUALIFY AS AN ACCREDITED INVESTOR FOR ANY REASON.
You acknowledge and agree that the foregoing provisions shall be automatically amended to match the definition of "Accredited Investor" pursuant to Rule 501 of Regulation D under the Securities Act of 1933, as amended.
Each Issuer is responsible for the material such Issuer posts on the Portal and, by posting such material, represents that: (i) it has complied in all material respects with all applicable rules and regulations; and (ii) such information will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such statements not misleading in light of the circumstances under which they are made. The Portal and investors are entitled to rely upon any representations made by the Issuer. Each Issuer is responsible for ensuring that its securities offering, including use of the Portal, is in compliance with all applicable statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any United States or foreign, federal, state, local, municipal or other governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body, or any body duly authorized to exercise any administrative, judicial,
executive, legislative, police, regulatory or taxing authority power or authority of any of the foregoing. Each authorized representative of an Issuer accessing the Portal hereby represents and warrants, on behalf of such Issuer, that its use of the Portal is, and shall be at all times, in compliance with applicable law.
"Content" is defined as text, graphics, images, music, software, audio, video, reviews, code, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available whether or not related to an investment opportunity.
"User Content" is any Content that Account holders (including you) provide to be made available through the Portal.
“GigaStar Content” is any Content provided by GigaStar, that is not User Content.
Ownership of User Content
You have the right to ownership of your User Content, such that you own and retain all of the intellectual property rights in any of your User Content.
Access of User Content
We reserve the right to remove your Account for any or no reason. Upon Removal, you agree that you will no longer have access to your User Content or the Service. You agree that you have no right to such access, and you have no right to notice before Removal of your Account.
Removal of User Content
Although we have no obligation to review, screen, edit or monitor User Content, we reserve the right, and have absolute discretion, to remove, block, screen or edit User Content posted or stored on our Portal at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on our Portal at your sole cost and expense. Further, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content. You hereby waive any right with respect to such removal and hold us harmless as to any retention of User Content.
User Perpetual License to Us
By making any User Content available through use of the Service, you grant to us a perpetual non-exclusive, worldwide, royalty-free, transferable license to use, copy, modify, print, post, link to, embed links within, promote, display, perform and distribute the User Content and to create derivative works therefrom. No compensation will be paid to you for any such use.
Responsibility for User Content
You are solely responsible for all of your User Content. You represent and warrant that you own all of your User Content, or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that your User Content, your use, and provision of your User Content to be made available through the Portal, and any use of your User Content by us will not infringe, misappropriate, or violate a third party's intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
No Pre-Screening of Content
GigaStar is not responsible for screening, policing, editing, or monitoring your or another User’s Content and encourages all of the Users to use reasonable discretion and caution in evaluating or reviewing any Content. Moreover, and except as provided above with respect to GigaStar’ right and ability to delete or remove Content (or any part thereof), GigaStar does not endorse or oppose any opinion or information provided by its Users and does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other User. The opinions, advice, statements, offers or other information or content made available through the Portal are those of their respective
authors, and should not necessarily be relied upon. Such authors are solely responsible for such Content.
Rights in the GigaStar Content
Subject to your compliance with these Terms, GigaStar grants you a limited, non-exclusive, non-transferable, non-sublicensable license to view, copy, and display the GigaStar Content in connection with your permitted use of the Service and solely for your personal and non-commercial purposes.
GigaStar Intellectual Property Rights
GigaStar owns or has the legal right to use all of the intellectual property associated with the Service. This includes, but is not limited to, our name, our trademarks and copyrights, the design of the Portal, our trade secrets, our business methods, any artwork, text, video, photographs, or audio used on the Portal, and our logos, taglines, and trade dress.
You have no interest in any of this intellectual property, other than the right (which we may terminate or suspend) to use the Service in accordance with these Terms. You shall not duplicate, publish, display, distribute, modify, create derivative works from, or exploit our intellectual property in any way, except as otherwise provided herein.
GigaStar has adopted a policy of, in appropriate circumstances, terminating Accounts that are repeat infringers of the intellectual property rights of others. GigaStar also may terminate Accounts even based on a single infringement.
Compliance with Subpoenas and Legal Requests
We will comply with all county, state, and federal court subpoenas and government subpoenas related to the production of records from use of the Service, including all User Content. By utilizing the Service, you hereby give us the right to produce any and all messages or User Content of any kind produced by you to county, state, and federal courts and/or government officials in response to a subpoena or other court order.
You consent to receive from GigaStar all communications including notices, agreements, legally required disclosures, or other information in connection with the Service electronically. GigaStar may provide the electronic notices by posting them on the Portal. If you desire to withdraw your consent to receive notices electronically, you must discontinue your use of the Service.
By using the Service, Users thereby agree to these terms in their entirety, which may be amended from time to time. Relevant agreements governing specific transactions and activities on the Portal are typically agreed to via electronic signatures, evidenced by the relevant parties selecting "accept" button or confirming via other forms of electronic communication (“Electronic Signature”). You agree your Electronic Signature is the legal equivalent of your manual/handwritten signature. By selecting "I Accept" using any device, means or action, you consent to the legally binding terms and conditions of the relevant agreement. You also agree that no certification authority or other third-party verification is necessary to validate your Electronic Signature, and that the lack of such certification or third-party verification will not in any way affect the enforceability of your Electronic Signature or the respective agreement.
You have the right to withdraw your consent at any time. To withdraw consent, you may send a written request by emailing email@example.com. If consent is withdrawn, GigaStar reserves the right to discontinue your access to the Portal, terminate any and all agreements with you or other parties hosted on the Portal, and/or charge you additional fees for paper copies. If, after you consent to provide your signature electronically, and you would like a paper copy of an Electronic Signature, you may request a copy within one hundred eighty (180) days of the Electronic Signature by contacting GigaStar as described above. GigaStar will send your paper copy to you by U.S. mail. In order for GigaStar to send paper copies to you, you must have a current street address as your primary mailing address on file with GigaStar. If you request paper copies, you understand and agree that GigaStar may charge you a paper communications fee for each communication at the current rate determined by GigaStar.
VIII. Copyright Infringement Reporting
We respect the intellectual property of others, and we ask you to do the same. If you or any User of our Portal believes its copyright rights have been infringed on our Portal, the copyright(s) owner ("Complaining Party") should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:
- A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
- Identification of the copyrights(s) claimed to have been infringed;
- Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
- Identification of the material that is claimed to be infringing the Complaining Party's copyrights(s) that is to be removed and information reasonably sufficient to permit us to locate such materials;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyrights that is allegedly infringed.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) ("DMCA"), GigaStar' Designated Agent for notice of claims of copyrights infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement:
Chief Compliance Officer
GigaStar Portal LLC
E-mail address: firstname.lastname@example.org
You acknowledge, accept, and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Portal without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying GigaStar and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. Allegations that other intellectual property right is being infringed should be sent to email@example.com. GigaStar may, in its sole discretion, terminate the accounts of those who are accused of copyright infringement or other intellectual property rights.
IX. Third-Party Services
The Service may contain links to independent third-party websites and/or services (collectively, "Linked Sites"). The Linked Sites are not under GigaStar’ control, and GigaStar does not endorse, is not responsible for and shall have no liability to you with respect to the business practices, privacy policies or content, materials, information, merchandise, products or services displayed, featured, mentioned, advertised, distributed or sold on or through such Linked Sites. By accessing a Linked Site, you may be disclosing your private information and be exposing yourself to content that you find disturbing. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. GigaStar encourages you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that GigaStar is not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the Services.
You agree to indemnify, defend and hold harmless GigaStar, its parents, subsidiaries, affiliates, officers and employees from any claim or demand, including reasonable attorneys' and experts’ fees and costs, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your submissions, violation of the Terms, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. GigaStar reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you based on a third-party claim and, in such case, you agree to cooperate with GigaStar in the defense of such matter.
X1. Applicable Law; Arbitration of Disputes; Class Action Waiver
In the event of any claim, controversy or alleged dispute between you and GigaStar, its members or affiliates ("Dispute"), you hereby agree to attempt in good faith to amicably resolve any Dispute at least 30 days before instituting any legal proceeding. Each party agrees to submit any Dispute for resolution by final binding arbitration after serving written notice, which notice shall set forth in detail the controversy, question, claim or alleged breach along with your attempt to resolve such Dispute. Upon such notice and attempt to resolve, the party may then commence an arbitration proceeding pursuant to the rules of the American Arbitration Association ("AAA") to be held in Chicago, Illinois before one arbitrator to be selected by the AAA. Any such arbitration may only be commenced within one year after the party requesting arbitration obtains knowledge of the cause of action forming the basis of the controversy or claim accrued.
In any arbitration and subject to the ultimate discretion of the presiding arbitrator, each side will be limited to a maximum of one (1) day of argument (including rebuttal), and the parties agree in good faith to minimize discovery burdens (e.g. confine the scope to actual areas in dispute and limit the topics and number of pages on which information is requested to matters directly relevant). The decision(s) of the arbitrator shall be final and binding and may not be appealed to any court of competent jurisdiction, or otherwise, except upon claim of fraud or corruption as by law provided, provided, however, that implementation of such decision(s) shall in no way be delayed or otherwise impaired pending the outcome of any such appeal. Judgment upon the award rendered in such arbitration may be entered by any court having jurisdiction thereof. You agree that all Disputes will be limited between you, individually, and GigaStar. TO THE FULL EXTENT ALLOWABLE BY LAW, YOU AGREE THAT NO ARBITRATION PROCEEDING OR OTHER DISPUTE RESOLUTION PROCEEDING SHALL BE JOINED WITH ANY OTHER PARTY OR DECIDED ON A CLASS-ACTION BASIS
Notwithstanding the foregoing, you agree that the following matters shall not, at the election of GigaStar, be subject to binding arbitration: (1) any Disputes concerning GigaStar's intellectual property rights; and (2) any claim for injunctive relief. Any Dispute not subject to arbitration shall be decided by a court of competent jurisdiction within Chicago, Illinois. Each party hereby waives any claim that such venue is improper or inconvenient.
XII. Warranty Disclaimers; Limitation of Liability
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Without limiting the preceding paragraph, GigaStar, and its directors, employees, agents, suppliers, partners, and content providers do not warrant that
(i) the Service will be secure or available at any particular time or location;
(ii) any defects or errors will be corrected;
(iii) any content or software available at or through the Service is free of viruses or other harmful components; or
(iv) the results of using the Service will meet your requirements. Your use of the Service is solely at your own risk. Some states or countries do not allow limitations on how long an implied warranty lasts, so the above limitations may not apply to you.
IN NO EVENT SHALL GigaStar, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE HUNDRED U.S. DOLLARS ($100.00), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY ARE NOT INTENDED TO LIMIT THE LIABILITY OF ANY PERSON UNDER THE FEDERAL SECURITIES LAWS.
XIII. General Terms
These Terms constitute the entire and exclusive understanding and agreement between us and you regarding use of the Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding such.
If for any reason a court of competent jurisdiction or arbitrator finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible by the court or arbitrator and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via e-mail; or by posting in the Portal; and (ii) when available, via in-App notifications. For notices made by e-mail and in-App notification, the date of receipt will be deemed the date on which such notice is transmitted. For notices posted in the Portal, the date of posting shall be the date of transmittal.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our duly authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Section titles in these Terms are for convenience only and have no legal or contractual effect.
By using the Service, you consent to receiving electronic communications (e.g., e-mail) from us or our affiliates. These communications will include notices about your Account and information concerning or related to the Service. These communications are part of your relationship with us and you receive them as part of being an Account holder. You agree that any notice, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including but not limited to, any requirements that such communications be in writing.
XIV. Contact Information
If you have any questions about these Terms, GigaStar, or the Service, please contact us at firstname.lastname@example.org.