Last Updated: November, 2019
If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at firstname.lastname@example.org
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION PROVISION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMIT REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
Capitalized terms not defined herein shall have the same meaning ascribed to them under our .
If you have any questions regarding this Section, please email us at email@example.com
ELIGIBILITY & ACCESS RESTRICTIONS
To be eligible to use our Website, App, and/or Platform, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from accessing our Website, App, or Platform, (3) are not our competitor, or are not using our Website, App, or Platform for reasons that are in competition with us; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; and (6) agree to provide at your cost all equipment, browser software, and internet access necessary to use our Website, App, or Platform.
You represent and warrant that (1) you have the required rights, permission, and/or license to upload content; (2) Gento will not need to pay royalties to or obtain a license from any third party relating to your uploading of content; (3) any uploaded content does not infringe on the rights of any third party, violate any applicable laws, violate the terms of this Agreement, or violate any other agreement to which you are bound; (4) the content is free from any malware, spyware, viruses, Trojan horses, worms, or other malicious or harmful code; and (5) all Account information is accurate and truthful and that you will promptly update any such information that subsequently becomes inaccurate.
LICENSE TO GENTO
By using the Website, App, and/or Platform, you grant Gento a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, copy, store, adapt, modify, translate, publish, publicly perform, publicly display, and distribute any content that you post through the Website, App, and/or Platform. Your grant of this license is for the purpose of Gento’s operating, developing, promoting, providing, and improving the Website, App, and/or Platform, including the performance of any required maintenance or to investigate, or address, your full and complete compliance with these terms.
THIRD-PARTY WEBSITES AND ENTITIES
The Website, App, and/or Platform may contain references and Internet links to third-party websites, services, or entities (“Third-Party Websites”). Gento does not endorse these Third-Party Websites. Gento is not responsible for the content or privacy, or inspection or vetting of said content or privacy, of Third-Party Websites. Should you access any Third-Party Website, you do so at your own risk, and you acknowledge and agree that Gento is not responsible for any damages or liabilities caused or alleged to be caused by your use of the Third-Party Websites. In no event will a partnership, joint venture, or employment relationship, between Gento and you or Gento and Third-Party Websites, be created or considered by this Agreement or any actions performed hereunder.
ACCESS AND SERVICE RESTRICTIONS
You agree that our Website, App, and/or Platform, including but not limited to any graphics, trademarks, and editorial content, contains proprietary content, information, and material, which are owned by Nursing Without Walls DBA Gento and/or our licensors, including our customers, brands and agencies, and are protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of our Website, App, and/or Platform or in any manner that is inconsistent with the terms contained in this Agreement.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on our Website, App, and/or Platform, in any manner, and you will not exploit our Website, App, and/or Platform in any unauthorized way whatsoever, including but not limited to, using our Website, App, and/or Platform to transmit any computer viruses, worms, Trojan horses or other malware, or by trespassing or burdening network capacity.
RESERVATION OF RIGHTS
You acknowledge and agree that our Website, App, and/or Platform is provided for your use. Except to the extent necessary to access and use our Website, App, and/or Platform, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to our Website, App, and/or Platform, whether expressly, by implication, estoppel, or otherwise. Gento and its licensors and service providers reserve and will retain their entire right, title, and interest in and to our Website, App, and/or Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
USER DO’S AND DON’T’S
As a condition to access our Website, App, and/or Platform, you agree to this Agreement and to strictly observe the following Do’s and Don’ts:
You understand and agree that you may receive information from Nursing Without Walls via email or phone, if you provide such information to us. You hereby consent to receive communications via email or phone. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications and you acknowledge and agree that you are solely responsible for any such charges and fees and not Gento.
I consent to receive calls or SMS messages, including by automated dialer, from Gento and its affiliates to the number I provide for service, informational and/or marketing purposes. I acknowledge that consent to receive such marketing messages is not a condition to use Gento’s services. I understand that I may opt-out by emailing “STOP” to firstname.lastname@example.org or otherwise notifying Gento by phone or letter.
Accessing and using our Website or App is currently free of cost. In the event that we modify this in the future, we will communicate such modification to you as per the procedure detailed under Section 21 or as otherwise specified in another agreement between Gento and you.
You agree to indemnify, defend, and hold Nursing Without Walls and our officers, employees, managers, directors, customers, and agents (the “Company Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Company Indemnified Parties arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, fraud, or willful misconduct of you or your employees, agents, or contractors; (iii) incorrect information provided by you in your account or elsewhere; or (iv) a failure by you or your employees, agents, contractors or invitees to comply with applicable laws and regulations.
Your access to and use of our Website, App, and/or Platform or any content are at your own risk. You understand and agree that our Website, App, and/or Platform are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We make no warranty or representation and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of our Website, App, and/or Platform or any content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of our Website, App, and/or Platform or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by our Website, App, and/or Platform; and (iv) whether our Website, App, and/or Platform will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from us or through our Website, App, and/or Platform, will create any warranty or representation not expressly made herein.
LIMITATION OF LIABILITY
You acknowledge and agree that, in no event will Nursing Without Walls be liable to you or any third party for any indirect, punitive, exemplary, incidental, special, or consequential damages whether in contract, tort (including negligence), or otherwise arising out of this Agreement, or the use of, or the inability to use our Website, App, and/or Platform, including, without limitation, any information made available through our Website, App, and/or Platform pursuant to this Agreement. In the event the foregoing limitation of liability is determined by a court of competent jurisdiction to be unenforceable, then the maximum liability for all claims of every kind will not exceed one times (1x) the aggregate of payments received under this Agreement, if any. The foregoing limitation of liability will cover, without limitation, any technical malfunction, computer error or loss of data, and any other injury arising from the use of our Website, App, and/or Platform. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. To the extent that Nursing Without Walls may not disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Nursing Without Walls’ liability will be the minimum permitted under applicable law.
You may terminate this binding legal Agreement with Gento at any time by ceasing to access and use our Website, App, and Platform.
All sections, which by their nature and context are intended to survive the termination of this Agreement, will survive.
TRADEMARKS AND INFRINGEMENT
Gento, the Gento Website, the Gento App, the Gento Platform, the Gento logo, and any proprietary product or service names contained on the Website, App, and Platform are either trademarks or registered trademarks of Gento or its licensors, and may not be copied, imitated, or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks and/or trade dress of Gento, and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names, or logos mentioned herein are the property of their respective owners.
If you believe that any material on our Website, App, or Platform infringes upon any trademark that you own or control, please contact us immediately at email@example.com or at Gento, Inc., Attn: Trademark Infringement, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036.
COPYRIGHT INFRINGEMENT/DMCA NOTICE
If you believe that any content on our Website, App, or Platform violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) (“DMCA Takedown Notice”) must be provided to our designated Copyright Agent.
Gento’s Copyright Agent to receive DMCA Takedown Notices is Victor Gajendran at firstname.lastname@example.org or at Nursing Without Walls, Inc., Attn: DMCA Notice, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036. You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
We will remove the infringing content, subject to the procedures outlined in the Digital Millennium Copyright Act (“DMCA”).
This Agreement is only for your benefit. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
ANTI-BRIBERY AND EXPORT COMPLIANCE
You agree not to promote, approach, use, distribute, transfer, provide, sub-license, share with, or otherwise offer our Website, App, or Platform in violation of any laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act, and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) our Website, App, or Platform to any destination, person, entity or end-use prohibited or restricted under the US law without prior US government authorization to the extent required by the applicable export control regulations, including without limitation, to any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the Export Administration Regulations or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by the applicable regulations.
We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email, on our Website, App, or Platform, or by posting a modified version of this page, or by a comparable means within a reasonable time period. Your continued use of our Website, App, or Platform shall constitute your consent to such changes.
RELATIONSHIP OF PARTIES
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, or agent/servant. The User has no power or authority to bind Gento to any obligation, agreement, debt or liability. The User shall not hold itself out as an agent or representative of Gento.
This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County, California, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 24.
DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH GENTO AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Gento agree (a) to waive your and Nursing Without Walls’ respective rights to have any and all Disputes arising from or related to this Agreement or use of our Website, App, and/or Platform, resolved in a court, and (b) to waive your and Gento’s respective rights to a jury trial. Instead, you and Gento agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or a jury in court).
No Class Arbitrations, Class Actions or Representative Actions
Federal Arbitration Act
Notice; Informal Dispute Resolution
You and Gento agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Gento shall be sent by certified mail or courier to Gento, Inc., Attn: Victor Gajendran, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036. Your notice must include (a) your name, postal address, telephone number, the email address you use or used on our Platform or to communicate Gento and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Gento cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Gento may, as appropriate and in accordance with this Section 24, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND GENTO AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR GENTO WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND GENTO WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and GENTO agree that (a) any arbitration will occur in Lost Angeles County, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
Authority of Arbitrator
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek and hereby waive all rights we may have under applicable law to recover attorneys’ fees and expenses if we prevail in arbitration.
Rules of AAA
If any term, clause or provision of this Section 24 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 24 will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION 24 BY WRITING TO: Gento, Inc., RE: OPT-OUT, 3415 South Sepulveda Blvd., Suites 540 and 550, Los Angeles, California 90036. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH THIS SECTION 24.