Terms of Service
Gimlet Media Terms of Service
Please read these Terms of Service (“Agreement”) fully and carefully before using gimletmedia.com and related services, features or applications (the “Site”) or accessing any podcast or other content or material made available on or through the Site (the “Content”, together with the Site, the “Services”). This Agreement is between you and (a) if you are an entity organized under or otherwise subject to the laws of the United States of America: Gimlet Media LLC, a division of Spotify USA, Inc., a Delaware Corporation with offices at 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007; or (b) if you are an entity organized under or otherwise subject to the laws of any country outside of the United States of America: Gimlet AB, of Regeringsgatan 19, 111 53 Stockholm, Sweden, with registered number 556703-7495 (“Gimlet”, “we”, “us” or “our”). This Agreement sets forth the legally binding terms and conditions for your access to and use of the Services and the Content.
Effective Date of Terms of Service: April 9, 2020.
By registering for or by otherwise using (including accessing) any of the Services, you consent to be bound by this Agreement and all other terms and conditions that we may publish on the Site or otherwise make available to you (collectively, the “Terms”). The Terms apply to all users of the Services, including, without limitation, users who access any podcast or other content or materials made available through the Services (the “Content”), Members (as defined below) and users who contribute User Content (as defined below), registered or otherwise.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT, AS FURTHER SET FORTH IN SECTION 11 BELOW, REQUIRES THAT, EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 11.3, DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
We reserve the right, in our sole discretion, to modify or replace any of the Terms at any time by any reasonable means, including by posting a notice on the Site or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Unless we state otherwise in our notice, the updated Terms will be effective immediately, and your continued access to or use of our Services after we post the updated Terms or provide other notice of such updated Terms will confirm your acceptance of the changes. If you do not agree to the updated Terms, you must stop accessing and using the Services.
We may also change, suspend or discontinue the Services (including without limitation, the availability of any Content, feature, Account, or Membership Program) or impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of Services.
1 Eligibility.
In order to access or use the Services, you need to be at least 13 years of age. If you are over 13 years old but not of legal age to enter into this Agreement, you must have obtained parental or guardian consent to enter into this Agreement. If you do not meet these eligibility requirements, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change these eligibility criteria at any time.
2 Registration; Membership Program.
To use some features of the Services, including certain features that may be available only to Members, you may be required to register for an account (an “Account”). You must provide accurate and complete information, and agree to keep your Account information updated. Account-related information that you provide to us is governed by our Privacy Policy. You shall not: (a) select or use as a username a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (c) use, as a username, a name that is otherwise offensive, vulgar or obscene. Gimlet may also reclaim your username for any reason, including, but not limited to, for the purpose of giving your username to another user of the Services, and Gimlet will have no liability to you if it does so.
You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person’s user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. We will not be liable for any loss or damage arising from your failure to comply with this Section. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
We may, from time to time, permit users of the Services to become Gimlet members (“Members”). We reserve the right to charge, modify or waive fees to users in order to become Members. We may, but are not required to, provide certain exclusive and/or limited Content, features or services to Members (“Membership Program”).
3 Ownership; Limited License.
The Services (including any related text, graphics, images, photographs, videos, illustrations and other Content) are owned by Gimlet and/or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in this Agreement, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with the Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use (i.e., to download and display or perform, locally and privately only, on a personal device) the Services in order to access the Content on a personal, non-commercial basis. The Services (including any applications) are not sold or transferred to you, and Gimlet and its licensors retain ownership of all copies of the Services even after the download and/or installation on your personal computers, mobile handsets, tablets, wearable devices, speakers and/or other devices. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
The “Gimlet” name and logos are trademarks and service or brand identifier’s marks of Gimlet (collectively the “Gimlet Trademarks”). Other company, product, and service names and logos used and displayed via the Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us. Nothing in the Terms or the Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Gimlet Trademarks displayed on the Services, without our prior written permission in each instance. All goodwill generated from the use of Gimlet Trademarks will inure to our exclusive benefit.
4 User Content; Feedback.
4.1 User Content. All content, material, text, photographs, written posts and comments, graphics and other content added, created, uploaded, submitted, distributed or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person(s) who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that your access to all User Content is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any User Content you access on or through the Services is or will continue to be accurate.
4.2 License Grant. By submitting or otherwise making available User Content on or through the Services, you hereby grant to us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable license to use, edit, modify, truncate, aggregate, reproduce, transmit, distribute, create derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any manner and media formats and through any media channels, whether now known or hereafter created. For clarity, the license grants set forth herein do not affect your other ownership or license rights in your User Content, including the right to grant additional non-exclusive licenses to your User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or rights, such as your right to be identified as the author of your User Content, including Feedback (as defined below), and your right to object to derogatory treatment of such User Content. If such moral rights are not waivable, then you at least agree not to sue us or our licensees for failure to identify you as the author of any User Content or for any use of your User Content on or in connection with the Services. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights or any other intellectual property or proprietary rights.
4.3 Availability of Content. We do not guarantee that any User Content will be made available on or through the Services. We reserve the right to, but do not have any obligation to, (a) remove, edit or modify any User Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if we are concerned that you may have violated the Terms) or for no reason at all; and (b) to remove or block any User Content from the Services.
4.4 Feedback. If you provide feedback, ideas or suggestions to Gimlet in connection with the Services (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Gimlet to use, and allow others to use, that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
5 User Guidelines.
Objectionable Conduct and Content. Gimlet respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Services, including by accessing the Content or submitting User Content to the Services, to make sure the Services stays enjoyable for everyone. The current rules are listed below, but these may be updated, or we may provide you with additional rules, from time to time. You agree to follow these rules.
The following is not permitted for any reason whatsoever:
● copying, redistributing, reproducing, “ripping”, recording, transferring, performing or displaying to the public, broadcasting or making available to the public any part of the Services or User Content or otherwise making any use of the Services or User Content which is not expressly permitted under the Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Services or User Content or any part of it;
● transferring copies of cached Content or User Content from an authorized terminal device to any other device via any means;
● reverse-engineering, decompiling, disassembling, modifying or creating derivative works based on the Services or User Content or any part thereof unless permitted by applicable law;
● circumventing any technology used by Gimlet, its licensors or any third party to protect Gimlet, the Services or User Content;
● selling, renting, sub-licensing or leasing of any part of the Services or User Content;
● circumventing any territorial restrictions applied by Gimlet or its licensors;
● manipulating the Services by using a script or other automated process;
● taking any action that imposes an unreasonable load on the Services;
● removing or altering any copyright, trademark or other intellectual property notices contained on or provided through the Services (including for the purpose of disguising or changing any indications of the ownership or source of any Content or User Content);
● “crawling” the Services or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from Gimlet, the Services, provided that, and subject to compliance with any instructions posted in the robots.txt file located in the root directory associated with the Services, Gimlet (i) grants to the operators of public search engines permission to use spiders to copy materials from the Services for the sole purpose of (and solely to the extent necessary for) creating publicly available, searchable indices of such materials (excluding the audio content included within an audio file), but not caches or archives of such materials, and (ii) reserves the right to revoke such permission at any time and without notice;
● framing or linking to any of the materials or information available on Gimlet’s website or the Services (except as expressly permitted in this Agreement); or
● deleting or altering any material Gimlet or any other user makes available on the Services.
Please respect Gimlet, the owners of the Content and the User Content, yourself, and other users of the Services. Don’t engage in any activity, submit any User Content or register and/or use a username, which is or includes material that:
● would violate any agreement to which you are a party, such as, by way of example and not limitation, an exclusive recording agreement or publishing agreement;
● is offensive, abusive, defamatory, pornographic, threatening, obscene or advocates or incites violence;
● is illegal or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights or proprietary rights of Gimlet or a third party;
● includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
● includes malicious content such as malware, Trojan horses or viruses, or otherwise interferes with any user’s access to the Services;
● is intended to or does harass or bully other users;
● impersonates or misrepresents your affiliation with another user, person or entity, or is otherwise fraudulent, false, deceptive or misleading;
● artificially promotes content;
● involves the transmission of unsolicited mass or commercial electronic mail or text messages or other forms of spam;
● involves commercial or sales activities or pyramid schemes, that are not expressly authorized by Gimlet;
● exposes confidential or proprietary information of a third party or personal information about yourself that you do not wish to make available to people around the world;
● interferes with or in any way disrupts the Services, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Services or Gimlet’s computer systems, network, usage rules or any of Gimlet’s security components, authentication measures or any other protection measures applicable to the Services, the User Content or any part thereof; or
● conflicts with the Terms, as determined by Gimlet (collectively “Objectionable Content”).
You agree that you will not engage in or submit, or encourage others to engage in or submit, any Objectionable Content.
You acknowledge and agree that posting any Objectionable Content may result in immediate termination or suspension of your Account.
Please be thoughtful about how you use the Services and what you submit. The Services include the ability to post User Content and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on the Services or across the web, and may live on in perpetuity once posted, so please submit User Content on the Services carefully. Gimlet has no responsibility for your choices to post User Content on the Services.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request; (b) enforce these Terms, including investigation of potential violations hereof; (c) detect, prevent or otherwise address fraud, security or technical issues; (d) respond to user support requests; or (e) protect the rights, property or safety of us, our users and the public.
6 Slack and Other Interactive Services
Gimlet members may make available certain materials through or in connection with the Services, including on certain interactive services, such as Slack. Gimlet has no control over and is not responsible for any use or misuse (including any distribution) by any third party of any such materials. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE THROUGH THE SITE, YOU DO SO AT YOUR OWN RISK.
7 Third Party Applications and Services.
The Services may integrate or interact with, or link to, third party applications, websites, services or resources on the Internet (“Third Party Services”). These Third Party Services may have their own terms and conditions of use and privacy policies, and your access to and use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. When you access Third Party Services, you do so at your own risk. The Third Party Services are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. The inclusion of any integration or link to a Third Party Service does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third Party Service.
8 Promotions
Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Services may be governed by rules that are separate from the Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with the Terms, the Promotion rules will govern.
9 Transactions and Billing.
We may make available the ability to purchase or otherwise purchase certain products or obtain membership through, or subscribe all or part of, the Services (each, a “Transaction”). We may use one or more third party vendors to enable you to make a Transaction (each, a “Vendor”).
If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT TO USE ANY PAYMENT INFORMATION (SUCH AS A CREDIT CARD) THAT YOU SUBMIT IN CONNECTION WITH A TRANSACTION, AND ALL INFORMATION YOU PROVIDE IS COMPLETE AND ACCURATE. By submitting such information, you grant to us the right to provide such information to our third party payment processor (the “Payment Processor”) and our Vendors. The processing of Transactions will be subject to the terms, conditions and privacy policies of the Payment Processor and/or the Vendors in addition to this Agreement. We are not responsible for errors by the Payment Processor or the Vendors.
To see our Vendor’s Gimlet Media Store Policies, .
10 Termination.
This Agreement is effective until terminated. We may terminate this Agreement, or suspend your access to and use of all or any part of the Services, at any time, for any reason (including if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms), with or without notice, effective immediately. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. Any fees paid hereunder are non-refundable. All provisions of this Agreement, which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
11 Governing Law; Arbitration.
11.1 Governing Law. The Terms (and any disputes/claims relating to or arising in connection with them or the Services) will be governed by and construed in accordance with the laws of the United States (including federal arbitration law) and the State of New York, United States of America, without regard to choice or conflicts of law principles. Further, you and Gimlet agree that any dispute, claim or controversy that relates to or arises in connection with the Terms (and any disputes/claims relating to or arising in connection with them or the Services) that is not subject to arbitration will be subject to the exclusive jurisdiction and venue of the Southern District of New York.
The dispute resolution and arbitration provisions set forth in Sections 11.2 - 11.7 apply only to users in the United States.
11.2 Dispute Resolution and Arbitration. You and Gimlet agree that any dispute, claim or controversy between you and Gimlet arising in connection with or relating in any way to the Terms or to your relationship with Gimlet as a user of the Services (whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and whether the claims arise during or after the termination of the Terms) will be determined by mandatory binding individual (not class) arbitration. You and Gimlet further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the Arbitration Agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the Terms.
11.3 Exceptions. Notwithstanding Section 11.1 above, you and Gimlet both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude or otherwise limit either of our rights, at any time, to (a) bring an individual action in a U.S. small claims court or (b) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this Arbitration Agreement doesn’t stop you or us from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
11.4 No Class or Representative Proceedings: Class Action Waiver. YOU AND Gimlet AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Gimlet agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
11.5 Arbitration rules. Either you or we may start arbitration proceedings. Any arbitration between you and Gimlet will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and Gimlet agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. Gimlet can also help put you in touch with the AAA. Any arbitration hearings will take place in the county (or parish) of your billing address, provided that if the claim is for $25,000 or less, you may choose whether the arbitration will be conducted (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephonic hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If you choose to file an arbitration proceeding and you are required to pay a filing fee, Gimlet will reimburse you for that filing fee, unless your claim is for greater than US $10,000, in which case you will be responsible for the filing fee. Gimlet will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA rules or court order. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
11.6 Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail ("Notice"). Gimlet's address for Notice is: Gimlet USA Inc. Attn: General Counsel, 4 World Trade Center, 150 Greenwich Street, 62nd Floor, New York, New York 10007, USA. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Gimlet may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Gimlet shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of Gimlet’s last written settlement offer, then Gimlet will instead pay you either the amount of the award or $1,000, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
11.7 Enforceability. If this Arbitration provision is invalidated in whole or in part, the parties agree that the exclusive jurisdiction and venue described in Section 11.1 shall govern any claim in court arising out of or related to the Terms.
12 Warranty Disclaimer.
To the fullest extent permitted under applicable law:
12.1 We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: (a) which users gain access to the Services; (b) what Content you access via the Services; or (c) how you may interpret or use the Content.
12.2 You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance or legality of material or Content contained in or accessed through the Services.
12.3 THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE” AND 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. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES OR CONTENT IS SOLELY AT YOUR OWN RISK.
13 Indemnification.
To the fullest extent permitted under applicable law, you shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers, partners, representatives and third party licensors (the “Indemnified Parties”) from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (a) your breach, or alleged breach, of the Terms; (b) any User Content that you post or otherwise contribute or make available; (c) any activity in which you engage on or through the Services; or (d) your violation of any law or the rights of a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
14 Limitation of Liability.
To the fullest extent permitted under applicable law:
14.1 You agree that your sole and exclusive remedy for any problems or dissatisfaction with the Services is to stop using the Service. you agree that Gimlet has no obligation or liability arising from or related to third party services made available through or in connection with the Services.
14.2 In no event will Gimlet and its affiliates, and its and their officers, directors, shareholders, employees, agents, suppliers, partners or third-party licensors, and any successors or assigns, be liable for (a) any indirect, special, incidental, punitive, exemplary or consequential damages; (b) any loss of use, data, business or profits (whether direct or indirect), in all cases arising out of the use of or inability to use the Services or third party services, regardless of legal theory, without regard to whether Gimlet has been warned of the possibility of those damages, and even if a remedy fails of its essential purpose; or (c) aggregate liability for all claims relating to the Services more than the amounts paid by you to Gimlet during the prior twelve months in question.
14.3 Nothing in the Terms removes or limits Gimlet’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
14.4 You agree that any claim against Gimlet must be commenced (by filing a demand for arbitration under Section 11.1 or filing an individual action under Section 11.3 within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits a one-year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
15 Miscellaneous.
15.1 Entire Agreement and Severability. The Terms constitute the entire agreement between you and us with respect to the Services, including use of the Site, the Content and User Content and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services, the Content and the User Content. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
15.2 New Jersey Consumers. If you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law: (a) the disclaimer of liability for any indirect, incidental, consequential, special, exemplary or punitive damages of any kind (for example, to the extent unenforceable under the New Jersey Punitive Damages Act, New Jersey Products Liability Act, New Jersey Uniform Commercial Code and New Jersey Consumer Fraud Act); (b) the limitations of liability for lost profits or loss or misuse of any data (for example, to the extent unenforceable under the New Jersey Identity Theft Protection Act and New Jersey Consumer Fraud Act); (c) application of the limitations of liability to the recovery of damages that arise under contract and tort, including negligence, strict liability or any other theory (for example, to the extent such damages are recoverable by a consumer under New Jersey law, including the New Jersey Products Liability Act); (iv) the requirement that you indemnify Gimlet and the Indemnified Parties (for example, to the extent the scope of such indemnity is prohibited under New Jersey law); (v) the limitation on your time for filing a claim against Gimlet hereunder, to the extent that such limitation in connection with a claim is shorter than the applicable limitation under New Jersey law; and (vi) the New York governing law provision (for example, to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).
15.3 Monitoring. We reserve the right (but have no obligation) to monitor, evaluate, analyze, alter or remove any information (including any User Content, messages, information, content or other materials sent to you, or received by you, in connection with the Services), at any time, including before and after it is stored or made available on or through the Services.
15.4 Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers. Please note that Gimlet does not endorse any of the products or services listed on such site.
15.5 Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
15.6 Assignment. The Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations, in whole or in part, under the Terms without your consent and without notice to you.
15.7 Agency. No agency, partnership, joint venture or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect.
15.8 Notices. Unless otherwise specified in these Term of Service, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to contact@gimletmedia.com.
15.9 No Waiver. Our failure to enforce any part of the Terms shall not constitute a waiver of our right to later enforce that or any other part of the Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with the Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
15.10 Headings. The section and paragraph headings in this Agreement are for convenience only and shall not affect their interpretation.
15.11 Information or Complaints. If you have a question or complaint regarding the Services, please send an e-mail to contact@gimletmedia.com. You may also contact us by writing to at the following address: Gimlet Media Inc., 41 Flatbush Ave., Brooklyn, NY 11217. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.