Terms of Service – Effective Date December 16, 2013
NOTICE: PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE GAIAONLINE.COM WEBSITE, YOU REPRESENT AND AGREE THAT
1) YOU ARE AT LEAST 13 YEARS OF AGE,
Welcome to the Gaia Interactive, Inc. ("Gaia") web site -- www.gaiaonline.com ("Website") -- and its attendant web sites, features, content, forums, applications and other services, also owned or operated by Gaia (collectively, "Gaia Online"). This Terms of Service (hereinafter "Terms" or "Agreement") is a legally binding contract between you, and Gaia.
The services hereunder are offered by Gaia Interactive, Inc., with a mailing address of: PO Box 612680, San Jose, CA 95161-2680. You can also contact us through our Help Center.
If you do not agree to these Terms, THEN you are not authorized to access Gaia Online and may not use Gaia Online.
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT
Never display or share any of your personal information or the personal information of anyone else that could be used to find you or someone else in the real, off-line, world , such as strangers or people you just met -- for example, mailing or home address or home or mobile telephone numbers of yourself or others.
- Individual Features and Services. When using Gaia Online, you agree to comply with any additional posted guidelines or rules including, but not limited to, Gaia's Rules & Guidelines and the "Announcements" or "Stickies" found in the Gaia Online Forums, which are applicable to specific activities and features and may be posted from time to time (collectively referred to herein as the "Guidelines"). All such Guidelines are hereby incorporated by reference into these Terms, as of the date they are posted.
- Modification of these Terms. Gaia reserves the right to modify or discontinue the Site with or without notice to you. Gaia will not be liable to you or any third party if we elect to exercise our right to discontinue the Site. Gaia reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting an updated version on the Website. Please check these Terms and any Guidelines periodically for changes. Your continued use of Gaia Online after the posting of changes constitutes your binding acceptance of such changes. If the modified Terms are not acceptable to you, then your only recourse is to discontinue using the Site.
Prohibited Conduct -- THE FOLLOWING CONDUCT IS PROHIBITED ON GAIAONLINE OR ANY ATTENDANT WEBSITES, FORUMS, GROUPS, GUILDS ETC, AND BY USING GAIA ONLINE YOU AGREE TO REFRAIN FROM ENGAGING IN ANY OF THE FOLLOWING. YOU FURTHER AGREE THAT IF YOU ENGAGE IN THE BELOW PROHIBITED CONDUCT OR VIOLATE THESE TERMS AND YOUR ACCOUNT IS THEREFORE TERMINATED YOU FORFEIT ANY AND ALL GAIA GOLD, GAIA CASH, VIRTUAL ITEMS AND ANY OTHER ITEMS OR RECORDS CONTAINED IN YOUR INVENTORY OR UNDER YOUR ACCOUNT:
- "stalk", harass, disparage, ridicule, scorn, threaten, or defraud any other Gaia member, or Gaia, its officers or employees, or third parties;
- send, post, or make available pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, deceptive, tortious, defamatory, libelous, or otherwise inappropriate or offensive content to other Gaia Members or Gaia;
- make unsolicited or inappropriate offers, advertisements or proposals for goods, services or other commercial activities outside of Gaia, or send junk mail or chain letters to other Members;
- impersonate another person, user or member or access another Member's account without permission, or impersonate Gaia staff;
- fail to deliver payment for any purchases made on Gaia Online;
- share Gaia Online passwords with a third party or encourage another Member to do so;
- misrepresent the source, identity, or content of information transmitted via Gaia Online, (such as claiming a created work as your own that is not actually yours) or otherwise infringing any intellectual property rights, trademark, copyright, patent, trade secret, right of publicity or other right of any other person or entity;
- use, conspire to use, or encourage others to use Gaia Online for any illegal purpose;
- use site features for anything other than their intended purpose, including exploiting site glitches for personal gain;
- interfere with any security-related features of Gaia Online;
- intentionally interfere with the operation of Gaia Online or any Member's enjoyment of it, including intentionally posting inflammatory statements to get a reaction ("Trolling");
- post, request, or link to sexually explicit material or conduct;
- discuss, promote, or depict any form of child sexuality, abuse, exploitation, or related topics that may be harmful to or threaten the security of a child or minor or engage in any conduct whatsoever that violates any law pertaining to the protection of minors;
- post or distribute any content that contains software viruses or other code intended to damage or interfere with any software, hardware, equipment, system, data, or other information of Gaia or any third party;
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of Gaia Online, except to the limited extent applicable laws specifically prohibit such restriction;
- use bots on the site; buy, sell or trade Gaia gold for non-Gaia items (including cash) or vice versa; or attempt to hack or scam other members;
- post, distribute or divulge personal information of a Member or employee of Gaia on Gaia Online, or through any forum, blog or other method;
- engage in any other conduct prohibited by our Rules and Guidelines.
- Monitoring/Member reporting. Gaia has the right, but not the obligation, to monitor any and all activity on Gaia Online. Gaia also has the right, but not the obligation to investigate fully reports from Members and Monitors of improper conduct. Gaia may remove any Member Submission or terminate any Member account and/or ban any Member at any time for any action in violation of these Terms including, for conduct detrimental to other Members or Gaia, or for any other reason that in Gaia’s sole discretion warrants such termination.
- Eligibility; Account Information. Gaia Online is not available to persons under the age of 13. You agree that the date of birth and all other information you provide to Gaia during Member registration and, at all other times, will be true, accurate, current and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. Gaia may, in its sole discretion, refuse to offer Gaia Online to any person or entity. Gaia may change its eligibility criteria at any time. Any Members previously suspended or removed from Gaia Online by Gaia may not be permitted to re-join.
- Gold, Virtual Currency. Throughout your Gaia Online experience, you may accumulate "Gold", which constitutes a limited license right to use a feature of Gaia Online when, as, and if allowed by Gaia. Gold is the fictional currency used in the world of Gaia Online and it may only be used to purchase virtual goods or virtual services which are stored in the Member's inventory and can be used to enhance the look of the Member's on-line persona or player, also known as an "Avatar", or other on-site features. Gaia may charge fees for the right to use Gold, or may distribute Gold without charge, in its sole discretion. Regardless of terminology used, Gold represents a limited license right governed solely under these Terms, has no real value, and is not transferable or redeemable for any sum of money or monetary value from Gaia at any time. As a condition of using Gaia Online and accumulating Gold, you agree that Gaia has the absolute right to reduce, manage, regulate, control, modify and/or eliminate Gold, including the Gold in your inventory, as it sees fit in its sole discretion, and that Gaia will have no liability to you based on its exercise of such rights. Upon your closing of your account or the termination of your account by Gaia as provided in these terms, you understand that your limited license to use Gold will be terminated and that no sum shall be due and owing to you for the Gold accumulated in your inventory or account. Notwithstanding any other language to the contrary, as used in these Terms and throughout Gaia Online in the context of Gold transfers: (a) the term "sell" means "to transfer for consideration to another Member or Gaia the licensed right to use Gold in accordance with these Terms" and (b) the term "buy" means "to receive for consideration from another Member or Gaia the licensed right to use Gold in accordance with these Terms". Gaia may halt, suspend, discontinue, or reverse any Gold transaction (whether proposed, pending or past) in cases of actual or suspected fraud, violations of these Terms or other laws or regulations, to conform with revisions to these Terms, or deliberate disruptions to or interference with Gaia Online, such as creating multiple secondary accounts strictly to accumulate Gold by using site features and then funneling it to a singular account.
Fees and Payment Terms; Subscriptions.
- Gaia may charge fees for certain features. Should you elect to use such features, you shall pay all applicable fees, as described on the Website. Gaia reserves the right to change its fees at any time, and will provide notice upon the site. Use of Gaia Online by you following such notification constitutes your acceptance of any new or increased charges. If you purchase a Monthly collectible, buy "Gaia Cash" to purchase virtual merchandise or services, or otherwise buy products or services from Gaia Online, then you agree to pay for any such purchases of Gaia Cash, products and services and we may charge your selected payment method to collect any such payments. You are required to keep your billing information current, complete, and accurate (such as a change in billing address, credit card number or expiration date) and notify Gaia if your selected payment method is cancelled or compromised (e.g., for loss or theft).
- You may elect to automatically replenish the Gaia Cash in your account on a monthly basis through our AutoCash service. Currently, we offer replenishments in the amount of $9.99/per month, $24.99/per month and $49.99/per month. If you enroll in AutoCash, then the replenishment amount you choose will be automatically billed to your credit or debit card or PayPal account on a recurring monthly basis. As a subscription Member you are entitled to receive all subscription membership benefits listed at http://www.gaiaonline.com/autocash , which are subject to change by Gaia Online from time to time. If you want to cancel your subscription membership, you must go to http://www.gaiaonline.com/autocash and click "cancel". Please allow forty-eight (48) hours for your subscription cancellation to go into effect. Accordingly, you may be billed for one additional month's subscription fee after you go online to cancel your subscription. Gaia reserves the right to modify or cancel its subscription membership program at any time. In the event of an increase in the cost of the monthly subscription, Gaia will endeavor to give an opportunity to cancel your subscription before increasing its monthly subscription fees.
- You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family, or friends). If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You are also responsible for paying any governmental taxes imposed on your purchase from or use of Gaia Online, including, but not limited to, sales, use or value-added taxes. To the extent Gaia is obligated to collect such taxes, the applicable tax will be added to your billing account.
- ALL SUBSCRIPTION FEES AND PURCHASES ASSOCIATED WITH VIRTUAL CURRENCY OR ITEMS, IF ANY, ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE. YOU UNDERSTAND AND AGREE THAT GAIA IS NOT REQUIRED TO PROVIDE A REFUND AND THAT YOU WILL NOT RECEIVE MONEY BACK OR OTHER COMPENSATION FOR YOUR INVENTORY OF VIRTUAL GOLD, CASH OR ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER VOLUNTARILY OR INVOLUNTARILY OR IN THE EVENT THAT GAIA DISCONTINUES THE SITE.
- Termination. You agree that Gaia, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Gaia or your use of Gaia Online and remove and discard all or any part of your account including its inventory of any virtual items, Gaia Gold, Gaia Cash Member profile, or any Member Submission, at any time. All items, Gaia Gold, Gaia Cash, and other aspects of your account are considered to be a limited license to you for your use while your account is in open. Due to the limited nature of the license, the inventory in your account, your Member Submissions and any other virtual items (including Gaia Gold and Gaia Cash), creations or submissions are considered to be forfeit when you close your account, when the account is banned for violation of the Terms or otherwise terminated as provided herein or in the event that Gaia discontinues the Site. Any fees paid hereunder are non-refundable. Gaia may also in its sole discretion and at any time discontinue providing access to Gaia Online, or any part thereof, with or without notice. You agree that any termination of your access to Gaia Online or any account you may have or portion thereof may be effected without prior notice, and you agree that Gaia shall not be liable to you or any third party for any such termination. As discussed herein, Gaia does not permit copyright infringing activities on Gaia Online, and reserves the right to terminate access to Gaia Online, and remove all content submitted, by any Members who are found to be infringers. Any suspected fraudulent, abusive or illegal activity or any of the other prohibited conduct as set forth herein shall be grounds for immediate termination of your use of Gaia Online and, in certain circumstances, referral to appropriate law enforcement authorities. These remedies are in addition to any other remedies Gaia may have under these Terms, at law or in equity.
- Password. When you register as a Member you will be asked to provide a password. You will be responsible for all activities that occur within your account; you should keep your password confidential. You are solely responsible for safeguarding the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your password, or any credit, debit or charge card number), immediately notify Gaia. You may be liable for the losses incurred by Gaia or others due to any unauthorized use of your account.
- Ownership; Proprietary Rights. Gaia Online is owned and operated by Gaia Interactive, Inc. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of Gaia Online provided by Gaia, including without limitation any artwork, Gaia virtual items, Gaia Gold, Member Submissions, Gaia Member Online Accounts or User IDs, or visual art and any combination thereof (all of the foregoing, collectively, the "Materials") are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Member Submissions, which are owned by and provided by our Members, all Materials contained on Gaia Online are the property of Gaia or its subsidiaries or affiliated companies and/or third-party licensors. All intellectual property, including but not limited to trademarks (registered and common law), service marks, and trade names are proprietary to Gaia or its affiliates and/or third-party licensors. Except as expressly authorized by Gaia, you agree not to buy, sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make any unauthorized or commercial use of the Materials. You agree to abide by all copyright notices, information and restrictions contained in any Materials.
- Definition of Member Submissions. Gaia may now or in the future permit submissions in journals, the Art Arena, personal ads, chat, messages, reviews, blogging, etc. by you and other Members ("Member Submissions"), and the hosting, sharing and/or publishing of such Member Submissions. You understand that whether or not such Member Submissions are published, Gaia does not guarantee any confidentiality with respect to any Member Submissions.
- Ownership, Limited License Grants.Member's retain all ownership rights in their Member Submissions. Click here for Gaia's explanation of this Section.
- Limited License Grant to Gaia. By submitting Member Submissions to Gaia Online, you hereby grant to Gaia, solely as necessary to provide the features and functionality of the part(s) of Gaia Online within which you choose to make your Member Submissions available, a worldwide, non-exclusive, perpetual, irrevocable, assignable, sub-licensable, fully paid-up, and royalty-free license to use, modify, display, reproduce, distribute and perform (if applicable), prepare derivative works of and otherwise fully exploit ("Use") your Member Submissions within Gaia Online in any media formats and through any media channels, and to reformat, excerpt or translate any Member Submissions. This license does not grant Gaia the right, except in providing the Gaia Online service, to use your Member Submissions for any other commercial purposes.
- Limited License Grant to other Gaia Members. By submitting Member Submissions to Gaia Online, in cases where you display your Member Submissions for other Members to view in any Gaia location whether public, private or hidden, or when you directly exchange or otherwise provide your Member Submissions to other Members as permitted by certain Gaia Online functionality and these Terms, you hereby grant to such Members of Gaia Online a non-exclusive license to Use your Member Submissions solely as necessary for such Members to participate in the relevant Gaia Online functionality or activity.
- Required Rights in Member Submissions. You shall be solely responsible for your own Member Submissions and any consequences of posting or publishing them. In connection with Member Submissions, you affirm, represent and/or warrant that: (i) you own, and/or have the necessary licenses, rights, consents, and permissions to Use and to authorize Gaia and Gaia's Members to Use your Member Submissions as necessary to exercise the license granted by you hereinabove; (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in any Member Submissions to use the name or likeness of each and every such identifiable individual person, to enable inclusion and use of the Member Submissions in the manner contemplated by Gaia and these Terms and (iii) you will pay all royalties and other amounts owed to any person or entity due to your Use of any Member Submissions on Gaia Online.
- Member Submissions Representations. In connection with Member Submissions, you further agree that you will not: (a) submit material that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Gaia all of the license rights granted herein; (b) publish falsehoods or misrepresentations that could damage Gaia or any third party; (c) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (d) post advertisements or solicitations of business; (e) impersonate another person, or (f) engage in any other activity that is prohibited by these Terms. Any violation of these representations is grounds for immediate termination of your account without notice or any opportunity to cure the violation. You will forfeit all gold and virtual currency and any other items in your account for a violation of these representations or other Terms and agree to indemnify and hold Gaia, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of Gaia Online, including for your Member Submissions.
- Member Submissions Disclaimer. You understand that when using Gaia Online you will be exposed to Member Submissions from a variety of sources, and that Gaia is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Member Submissions. You further understand and acknowledge that you may be exposed to Member Submissions that are inaccurate, offensive, indecent or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have or may be able to assert against Gaia with respect thereto, Gaia does not endorse any Member Submission or any opinion, recommendation or advice expressed therein, and Gaia expressly disclaims any and all liability in connection with Member Submissions. If notified by a Member or a content owner of a Member Submission that allegedly does not conform to these Terms, Gaia may investigate the allegation and determine in good faith and in its sole discretion whether to remove the Member Submission, which it reserves the right to do at any time. For clarity, Gaia does not permit copyright infringing activities on Gaia Online.
Messaging and Chat
- You are welcome to post, transmit or submit chat and messages (collectively "Messages") within, or in connection with, Gaia Online that conform to the Terms hereof. Gaia accepts no responsibility whatsoever in connection with or arising from such Messages. Gaia does not endorse and has no control over the content of Messages submitted by others to Forums. Messages submitted to Forums are not generally reviewed by Gaia prior to posting (although Gaia retains the right to do so) and do not necessarily reflect the opinions or policies of Gaia. Gaia makes no warranties, express or implied, as to the content of the Messages in the Forums or the accuracy and reliability of any Messages and other materials in the Forums. Nonetheless, Gaia reserves the right, in its sole discretion, to prevent Members from submitting content to Forums and to edit, restrict or remove such Messages for any reason at any time.
- Gaia assumes no responsibility for actively monitoring Forums for inappropriate Messages. Gaia may, at its election and in its sole discretion, monitor the Forums. To the fullest extent permitted by law, Gaia nonetheless assumes no responsibility for the content of the Messages, no obligation to modify or remove any inappropriate Messages, and no responsibility for the conduct of the Member submitting any Message. In submitting Messages to Forums, you agree to strictly limit yourself to discussions about the subject matter for which the Forums are intended. You agree that Gaia accepts no liability whatsoever if it determines to prevent your Messages from being submitted or if it edits, restricts or removes your Messages.
- Certain Members of Gaia Online may volunteer to report inappropriate conduct to Gaia that they come across while using Gaia Online. Gaia assumes no responsibility for the actions of such volunteers. The volunteers are not employees or associated with Gaia in any manner other than as Members of the community.
- If you observe inappropriate or prohibited conduct while you are using Gaia Online you may send an abuse or harassment report to email@example.com or you can submit a report by clicking the Report Abuse or Harassment link which can be found at the bottom of many of the forum or other pages on Gaia Online.
- Access to the Materials from territories where the contents is illegal is prohibited. Those who choose to access Gaia Online from locations outside of the United States do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside. Members visiting Gaia Online from countries outside of the United States must agree to abide by all local rules regarding online conduct and acceptable content.
- Any use of Gaia Online other than for private, non-commercial use is strictly prohibited. As a condition of your use of Gaia Online, you will not use Gaia Online for any purpose that is unlawful or prohibited by these Terms. You may not use Gaia Online in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of Gaia Online. You may not attempt to gain unauthorized access to Gaia Online, or any part of it, other accounts, computer systems or networks connected to Gaia Online, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of Gaia Online or any activities conducted on Gaia Online. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through Gaia Online. You agree neither to modify Gaia Online in any manner or form, nor to use modified versions of Gaia Online, including (without limitation) for the purpose of obtaining unauthorized access to Gaia Online.
- Gaia Online may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access Gaia Online for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to Gaia Online.
- DMCA Notifications. It is Gaia's policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Gaia's DMCA Notification Guidelines. Gaia may terminate, without notice, any Member's access to Gaia Online, if that Member is determined to be a "repeat infringer". A repeat infringer is a Member who has previously been notified by Gaia of an infringing activity violation and/or who has had a Member Submission previously removed from Gaia Online.
Third-Party Sites, Products and Services; Links.
- Gaia Online may include links to other web sites or services solely as a convenience to Members ("linked sites"). Gaia does not endorse any such linked sites or the information, material, products, or services contained on other linked sites or accessible through other linked sites. Furthermore, Gaia makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at your own risk, and you acknowledge that Gaia shall not be responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by your use of any linked site.
- If you opt in to connect your Gaia account and data with Facebook (through the Facebook Connect feature) or with any other third party networking (or other) site, that data may become public through the other site. By connecting through Facebook or any other third party networking site you accept, acknowledge and consent that the data contained in your Gaia account may become public through the other site and you further acknowledge that you are solely responsible for such actions.
Disclaimers; No Warranties. You acknowledge that Gaia has no control over, and no duty to take any action regarding: which users gain access to Gaia Online; what Materials you access via Gaia Online; what effects such Materials may have on you; how you may interpret or use such Materials; or what actions you may take as a result of having been exposed to such Materials. Gaia Online may contain links to websites containing information that some people may find offensive or inappropriate. You release Gaia from all liability for you having acquired or not acquired Materials through the Website.
Gaia Online AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH Gaia Online ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GAIA, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
GAIA, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN Gaia Online WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT Gaia Online OR THE SERVERS THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
GAIA, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF Gaia Online IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT GAIA NOR ITS SUPPLIERS, LICENSOR OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF Gaia Online AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
- Indemnification; Hold Harmless. You agree to indemnify, save, and hold Gaia, its affiliated companies, officers, employees, agents, suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including attorneys' fees, arising out of your use or misuse of Gaia Online, violation of these Terms, violation of the rights of any other person or entity, or any breach of the representations, warranties, and covenants made by you herein. Gaia reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Gaia, and you agree to cooperate with Gaia's defense of these claims.
Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL GAIA OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS ON GAIA ONLINE, OR ANY OTHER INTERACTIONS WITH GAIA, EVEN IF GAIA OR A GAIA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, GAIA'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL GAIA OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF GAIA ONLINE, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER GAIA ONLINE MEMBERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING GAIA ONLINE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN GAIA AND RECEIVED THROUGH OR ADVERTISED ON GAIA ONLINE OR RECEIVED THROUGH ANY LINKS PROVIDED ON GAIA ONLINE.
- Notice. Except as explicitly stated otherwise, legal notices will be served upon Gaia through its national registered agent or, upon a user or Member through to the email address you provide to Gaia during the registration process. Notice will be deemed given twenty-four hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through Gaia Online, or to any billing address provided by you through Gaia Online. In such case, notice will be deemed given three days after the date of mailing.
- Waiver. The failure of Gaia to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Gaia.
- Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law.
- Disputes. In the event of a dispute involving the interpretation or application of these Terms, or based upon, relating to or arising out of these Terms or Gaia Online, you consent that such dispute shall be submitted to final and binding arbitration before a single arbitrator in the State of California, County of Santa Clara in accordance with Commercial Arbitration Rules of the American Arbitration Association (AAA). In the event the amount in dispute exceeds $500,000, then the matter shall be submitted before a panel of three arbitrators pursuant to the Commercial Arbitration Rules of the AAA. The decision and award of the arbitrator(s) shall be final and binding on the parties hereto and judgment of such award may be entered in any court of competent jurisdiction. In the event that any party seeks legal action for any purpose as a result of a breach or violation of these Terms, the prevailing party shall be entitled to collect attorneys’ fees and costs from the non-prevailing party.
- Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
- Assignment. These Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gaia without restriction.
- Survival. Sections 7 and 13through 19 will survive any termination of these Terms.
- Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
- Entire Agreement. This is the entire agreement between you and Gaia relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by Gaia as set forth in Section 3 above.
- Claims/Statute of Limitations. YOU AND GAIA AGREE THAT REGARDLESS OF ANY LAW OR STATUTE TO THE CONTRARY, ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF GAIA ONLINE OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY AND FOREVER BARRED.
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