Terms and Conditions

TERMS OF SERVICE EFFECTIVE DATE: SEPTEMBER 1, 2018

1. ACCEPTANCE AND MODIFICATIONS

Gather As You Go, LLC (“Company”, “we”, or “us”) provides the website maintained at www.gatherasyougo.com and its subpages (the “Website”) to you subject to these Terms of Service (these “Terms”) and our Privacy Policy. These Terms establish the terms, conditions, rights, and responsibilities applicable to your use of the Website. Unless explicitly stated otherwise, any new features that augment or enhance the current Website shall be subject to these Terms. Your breach of any these Terms causes an automatic termination of the rights and licenses granted to you under these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE. BY USING THE WEBSITE, YOU ARE AGREEING TO COMPLY WITH THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE THE WEBSITE.

We may change these Terms from time to time for any reason. We will seek to notify you of material changes prior to those changes taking effect by posting a notice on the Website, or by other means. If you do not agree with the new version, you must stop using the Website.

2. OUR PROPRIETARY RIGHTS

We or our licensors own all intellectual property and proprietary rights, title and interest in and to the Website, including without limitation the Company trademarks and the Website copyrights. Except for the limited use rights granted to you in these Terms, you agree that you do not have and will not acquire any right, title, or interest in any of our, or our licensors’, intellectual property or other proprietary rights. Any rights not expressly granted in these Terms are expressly reserved.

3. USE OF THE WEBSITE

We grant you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Website for its intended purposes (namely, for sharing wisdom, lessons, and bits of knowledge accumulated throughout life) in accordance with these Terms. When using the Website, you agree to comply with all applicable federal, state, and local laws including but not limited to, copyright law. Except as expressly permitted in these Terms, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit the Website content or any user-contributed content (“Content”) that is not your Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. You may not cause any harm to or otherwise interfere with the Website. In particular, you may not:

• remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website, Website content or any Content that is not your Content;

• circumvent, disable, or otherwise interfere with security-related features of the Website including, without limitation, any features that prevent or restrict use or copying of any content or enforce limitations on the use of the Website;

• use an automatic device (such as a robot or spider) or manual process to monitor the activity on, copy or “scrape” the Website or Website content for any purpose without our express written permission, except for search engines, traffic counters, or similar basic performance monitoring technology;

• transmit, use, distribute, or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;

• forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;

• collect or harvest any personal information from the Website, including but not limited to names or email addresses;

• solicit other users to join or become members of any commercial online service or other organization without our prior written approval;

• interfere (or attempt to interfere) with the proper working of the Website, or impair, overburden, or disable the same;

• modify, create derivative works from, decompile, reverse engineer, or disassemble any portion of the Website or any Content that is not your Content;

• use network-monitoring software to determine the architecture of, or extract usage data from, the Website;

• engage in any conduct, or encourage or assist any third party in any conduct, that violates any federal, state, or local law, either civil or criminal;

• engage in any activity, or encourage or assist any third party in any activity, that violates these Terms;

• impersonate another user, person, or entity;

• interfere with or disrupt the access of any user, host, or network

• engage in any conduct that restricts or inhibits any other user from using or enjoying the Website. You will cooperate with us to investigate any suspected or actual activity that we suspect may be in breach of these Terms.

4. YOUR CONTENT

Each user must acknowledge and agree to these Terms before submitting any Content to the Website. By submitting any Content to the Website, you represent and warrant that:

(i) your Content is your original work and does not incorporate any third-party trademarks or copyrighted subject matter;

(ii) your Content, and our and our licensees’ use thereof, does not and will not infringe, misappropriate, or otherwise violate in any way the rights of third parties, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right or right of publicity of any person or entity; and

(iii) your Content will comply with all applicable laws and regulations and the requirements of these Terms. You acknowledge and agree that you are solely responsible for ensuring that your Content does not infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of third parties, and that your Content is in compliance with all applicable laws and regulations and the requirements of these Terms. As between Company and you, you own all intellectual property and other right, title, and interest in and to any Content that you upload to or through the Website. You are solely responsible for all of your Content. By uploading or submitting any Content to or through the Website, you grant to Company the worldwide, royalty-free, fully paid-up, perpetual, irrevocable, transferable, sublicenseable, non-exclusive right and license to freely use, copy, reproduce, modify, edit, create derivative works of, display, publish, and distribute your Content (in whole or in part) for any purpose and through all sales channels and in all media, whether now known or later created.

By submitting your Content, you also permit any other user of the Website to access, view, store, or reproduce your Content for that user’s personal use, and you grant us the right, but not the obligation, to use your biographical information, including, without limitation, your name, likeness, and geographical location, in all sales channels and in all media, whether now known or later created, as we deem necessary, or for purposes of attributing your Content to you. We may contact you by email or telephone if your Content, or any content based on your Content, is selected for inclusion on the Website. In addition, in our sole discretion, we may select certain of your Content to be featured on the homepage or other areas of the Website (although we are under no obligation to do so).

Inclusion of your Content on the Website homepage, or on any other portion of the Website, does not constitute a determination by Company that your Content complies with applicable laws or these Terms.

5. CONTENT ACCEPTABLE USE POLICY

Your use of the Website constitutes your agreement that all Content that you upload, submit, or provide comply with the following guidelines for your use of the Website (“Content Acceptable Use Policy”). By uploading Content to the Website, you accept sole liability and responsibility for any of your Content that does not comply with the Content Acceptable Use Policy, the remainder of these Terms, or any applicable laws. Your Content violates this Content Acceptable Use Policy and are prohibited from the Website if they:

• contain hateful or racist terms or images or symbols, or glamorize the actions of individuals or groups advocating ethnic cleansing, genocide, or similar activities;

• are harassing, threatening, abusive, libelous, defamatory, or invasive of privacy or publicity rights; • impersonate another person;

• depict or promote violence or suicide;

• include the likeness of a minor;

• include or reveal the personal information of another person;

• contain a formula, instruction, or advice that could cause harm or injury;

• are vulgar, obscene, profane, pornographic, or otherwise objectionable or in bad taste, as determined by use in our sole discretion; or

• constitute or encourage conduct that would constitute fraud, a criminal offense, give rise to civil liability, or otherwise violate any applicable law or regulation.

Your Content also violates this Content Acceptable Use Policy and are prohibited from the Website if they infringe, misappropriate, or otherwise violate, or are likely to infringe, misappropriate, or otherwise violate, in any way upon the rights of others, including, but not limited to, any copyright, trademark, patent, trade secret, moral right, or other intellectual property or proprietary right or right of publicity of any person or entity. We have the right, but do not assume the obligation or responsibility, to monitor Content, and to determine whether it complies with applicable laws and these Terms, including without limitation the Content Acceptable Use Policy. We have the right, in our sole discretion and for any reason whatsoever, to edit, refuse to post, refuse to store, remove, or disable access to any Content, including without limitation any Content that constitutes, or is likely to constitute, an infringement, misappropriation, or other violation of the intellectual property or other proprietary rights of any third party.

Any determination made by Company with respect to the applicability of the Content Acceptable Use Policy is made in the sole discretion of Company, and is final and binding. If you have questions about whether Content that you would like to upload to the Website may violate the intellectual property or other proprietary rights of another person, you should speak with an attorney.

6. LINKS

a. Third-Party Links.

The Website may provide links to third-party websites, advertisements, or resources. Because we have no control over such sites, advertisements, or resources, we are not responsible for the availability of such external websites or resources, and we do not endorse and are not responsible or liable for any content, advertising, products, or other materials on or available from such third-party sites or resources. We are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any such content, goods, or services available on or through any such third-party website or resource.

b. Linking to the Website.

By linking to the Website, you will not misrepresent your relationship with us or present false or misleading impressions about us. No hyperlinks to the Website may be used in a manner that implies or suggests that we approve or endorse you, your website, your social media accounts, or your goods or services. We will have no responsibility or liability for any content appearing on your website or social media accounts. No link may appear on any page on your website, on your social media accounts, or within any context containing content or materials that may be interpreted as libelous, obscene, or criminal, or which infringes, misappropriates, or otherwise violates, or advocates the infringement, misappropriation, or other violation of, any third party rights. Images of the Company logo may not be used to link to the Website without our prior, express written permission. We reserve the right, at any time and in our sole discretion, to request that you remove from your website and/or social media accounts all links to the Website or any of its content. Upon our request, you agree to immediately remove all links to the Website. Thereafter, your posting of any future links to the Website will require our express written permission.

7. MODIFICATIONS TO THE WEBSITE

We reserve the right at any time in our sole discretion to modify, discontinue, or remove, temporarily or permanently, the Website (or any part thereof) with or without notice. We will not be liable to you or to any third party for any such modification, suspension, removal, or discontinuance. We do not guarantee that any of your Content or any other Content will be available on the Website, our servers and/or directories at any time, or for licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, provisions related to choice of law, dispute resolution, and all of the miscellaneous provisions set forth below.

9. INDEMNITY

You agree to indemnify, defend, and hold harmless Company and its parents, subsidiaries, related companies, and affiliates, and its and their respective members, shareholders, officers, directors, employees, agents, partners, licensors, service providers, strategic partners, distribution partners, and each of their successors and assigns (collectively, the “Indemnified Parties”), in connection with any third-party claims, liabilities, losses, damages, obligations, costs, and expenses (including but not limited to reasonable attorneys’ fees and costs) (“Claims”) arising out of or relating to your use of the Website, your Content, your breach of these Terms, and/or your acts and omissions relating to any of the foregoing. We have the right to control the defense, settlement, and other resolution of any Claims, at your sole cost and expense. You may not settle or otherwise resolve any Claim without our express written permission.

10. DISCLAIMER OF WARRANTIES YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT OF THE LAW, THE INDEMNIFIED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING ANY: (A) WARRANTIES THAT THE WEBSITE OR WEBSITE CONTENT WILL MEET YOUR REQUIREMENTS OR SATISFACTION; (B) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WEBSITE OR WEBSITE CONTENT; (C) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (D) WARRANTIES CONCERNING THE CAPACITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE; (F) WARRANTIES THAT YOUR USE OF THE WEBSITE WILL BE SECURE OR UNINTERRUPTED; AND (G) WARRANTIES THAT THE WEBSITE OR WEBSITE CONTENT WILL BE ERROR-FREE OR THAT ERRORS IN THE WEBSITE OR WEBSITE CONTENT WILL BE CORRECTED. WE ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO PROVIDE ANY CONTENT. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

11.LIMITATION OF LIABILITY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE WEBSITE, UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE WEBSITE SHALL IN ALL EVENTS BE LIMITED TO TWENTY DOLLARS ($20.00). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE FULLEST EXTENT OF THE LAW. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE FOR THE ILLEGAL, OFFENSIVE, OR DEFAMATORY CONDUCT OF OTHERS, INCLUDING BUT NOT LIMITED TO ANY SUCH CONDUCT BY YOU, AND THAT YOU BEAR ALL RISK AND LIABILITY ASSOCIATED WITH YOUR CONDUCT AND CONTENT.

12. RELEASE YOU HEREBY RELEASE EACH OF THE INDEMNIFIED PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, LIABILITIES, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE. IF YOU ARE A RESIDENT OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE § 1542 WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

13. COPYRIGHT POLICY

We respect the intellectual property rights of others and expect users to do the same. In appropriate circumstances and at our sole discretion, we may remove and/or disable access to material on the Website that may be infringing or the subject of infringing activity. In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), we will respond promptly to claims of copyright infringement that are reported to the agent that we have designated to receive notifications of claimed infringement (“Designated Agent”).

Our Designated Agent may be reached via email at: teberhardt@polishednickelcapital.com, or write us at: Gather As You Go, LLC, 155 N. Wacker Drive, Suite 1680, Chicago, IL 60606, Attn: Copyright Agent. If you are a copyright owner (or authorized to act on behalf of the copyright owner) and have a good faith belief that your work’s copyright has been infringed, please report your notice of infringement to us by providing our Designated Agent with a written notification of claimed infringement that includes:

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Website are covered by a single notification, a representative list of such works.

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material, such as a specific URL address.

• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

• A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest.

• A statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner. Please note that Section 512(f) of the DMCA may impose liability for damages on any person who knowingly sends meritless notices of infringement. Please do not make false claims. Any information or correspondence that you provide to us may be shared with third parties, including the person who provided us with the allegedly infringing material. Upon receipt of a bona fide infringement notification by the Designated Agent, it is our policy to remove or disable access to the infringing material, notify the user that it has removed or disabled access to the material, and, for repeat offenders, to terminate such user’s access to the Website.

If you believe that your Content should not have been removed for alleged copyright infringement, you may send our Designated Agent a written counter-notice with the following information:

• Identification of the copyrighted work that was removed, and the location on the Website where it would have been found prior to its removal;

• A statement, under penalty of perjury, that you have a good faith belief that the Content was removed as a result of a mistake or misidentification; and;

• Your physical or electronic signature, together with your contact information (address, telephone number, and, if available, email address). If a counter-notice is received by the Designated Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may restore the removed material. Unless the copyright owner files an action seeking a court order against the user, the removed material may be restored within 10 to 15 business days or more after receipt of the counter-notice, at our discretion.

14.MISCELLANEOUS

a. Exclusive Venue for Litigation; JURY TRIAL WAIVER.

You and we agree that any litigation between us shall be filed exclusively in state or federal courts located in the State of Illinois, Cook County. You expressly consent to exclusive jurisdiction in the State of Illinois, Cook County for any litigation between us. These Terms shall be construed in accordance with the laws of the State of Illinois without regard to its conflict of laws rules that would result in the application of the laws of a jurisdiction other than the State of Illinois. YOU AND COMPANY ALSO EXPRESSLY AGREE THAT THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY.

b. Waiver and Severability of Terms.

The failure of Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, the parties hereto nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the invalid or unenforceable provision, and all other provisions of these Terms shall remain in full force and effect.

c. No Contest.

Our electronically or otherwise properly stored copy of these Terms will be deemed to be the true, complete, valid, authentic, and enforceable copy, and you agree that you will not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms.

d. Assignment.

We may assign our rights and duties under these Terms at any time to any third party without notice. You may not assign these Terms without our prior written consent.

e. No Third Party Beneficiaries.

You agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiaries to these Terms.

f. Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

h. Entire Agreement.

These Terms constitute the entire agreement between you and us with respect to your access to and use of the Website, and any and all other written or oral agreements or understandings previously existing between you and us with respect to the subject matter hereof are hereby superseded and cancelled.

i. Force Majeure.

Failure by either party to perform any obligation hereunder shall be excused if and for so long as such breach or failure to perform is caused by a force majeure event, and prompt notice thereof has been given to the other party. If either party fails to perform any duty or obligation hereunder as a result of a force majeure event, such party shall be required to fulfill its obligations hereunder within a reasonable time frame after the force majeure event ceases to exist.

j. Questions.

Please contact us with any questions regarding the Website or these Terms at info@gatherasyougo.com. Any feedback or questions that you provide shall be deemed to be nonconfidential, and we shall be free to use such information in accordance with our Privacy Policy.