By accessing or using the Gala Pal, LLC (“we,” “Gala Pal,” “us” or “our”) website, service, and/or web applications made available by Gala Pal, including, but not limited to, the contact upload and management service (the “Contacts” feature), and the event management service (the “Event Planning features,” together with the Contacts feature, the Site (as defined below), and all other services and functions provided thereon, the “Service”), you (“you,” or “your,” as the context dictates) agree to be bound by these Terms of Service (“Terms”). These Terms constitute a binding legal agreement between you and Gala Pal and affect your legal rights and obligations. If you do not agree with these Terms, you may not access, register for, or use the Service.
a. Subject to the terms and conditions set forth herein, we hereby grant you a personal, limited, non-exclusive, revocable, non-sublicensable, non-transferable right to access and use the Service solely for its intended purposes. We may modify these Terms at any time, which modifications will become effective once posted on www.galapal.com . If you do not agree with a modification, you must immediately stop using the Service. We reserve the right to stop offering the Service at any time either permanently or temporarily, at which point these Terms will terminate automatically. If we stop offering the Service, you understand and acknowledge we will not be required to provide any refunds, benefits, or other compensation to you in connection with such a discontinuation. You agree your use of the Service is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by Gala Pal with respect to future functionality or features. We retain the right to refuse to allow anyone to access or use the Service for any reason at any time.
b. You may not use the Service if you are under the age of 13. If you are under the age of 18, you represent and warrant that your legal guardian has reviewed and agreed (on your behalf) to these Terms.
c. The Service may from time to time be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on or made available through the Service. The manner, mode and extent of advertising on the Service are subject to change without specific notice to you. You agree Gala Pal may place such advertising on the Service, and you will not block such advertising.
a. In order to use the Service, you must establish an account with us (the “Account”). If you establish an Account with us, you agree that you do not own or have any property interest in the Account. You agree to maintain your Account password in strict confidence. In the event your Account password is lost or otherwise compromised, you agree you will be responsible solely for all actions, damages, liabilities and losses incurred as a result of such loss or compromise, except to the extent arising from our gross negligence or willful misconduct.
b. You may use the Event Planning features for free through a limited time trial account for fifteen (15) days (the “Trial Period”). You are allowed only one Trial Period, and attempts to circumvent this limitation may lead to suspension or termination of any Accounts associated with you. Following the Trial Period, you must subscribe to use the Event Planning features, or your access to the Event Planning features will be suspended.
c. As consideration for your use of the Event Planning features, you agree to pay the monthly subscription fee published on the Site (the “Fee”). Payments for Fees will be billed in advance on a monthly basis. When you provide a credit card to us, you authorize us and our payment processor to charge such credit card for all charges to your Account. When you provide a credit card to us, you confirm that you are permitted to use that credit card. Paid Fees are non-refundable. In the event you fail to make timely payments of undisputed amounts when due, we may discontinue, terminate or suspend your access and use of the Services, without incurring any liability to you. Despite any such discontinuation or suspension, you acknowledge and agree that you are required to pay the Fees until these Terms are terminated in accordance with the termination provisions set forth herein.
d. Your subscription will be renewed automatically on a monthly basis unless you inform us that you do not wish to renew the subscription. We reserve the right to change the subscription fee and to charge for use of Services that are currently free of charge; however, in the event we charge for Services that are currently free, we will notify you and allow you to cease using any such Service prior to charging you. You are responsible for any additional fees, including internet connection or mobile carrier fees, that you incur while using the Service.
e. We reserve the right to terminate unpaid Accounts that are inactive for a continuous period of one hundred twenty (120) days.
You agree you will not, under any circumstance:
a. use or design cheats, exploits, automation software, bots, hacks, mods or any unauthorized third party software designed to modify or interfere with the Service;
b. attempt to gain unauthorized access to accounts registered to other users or to our computers, servers, or networks;
c. share any Content (as defined below) that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, or religiously offensive or otherwise objectionable, or that infringes any intellectual property right, right of privacy, right of publicity, or other right of any person or entity, or that impersonates any other person, or that contains nudity, excessive violence, or offensive subject matter;
d. harass, stalk, disturb, abuse, or harm, or advocate or incite harassment, abuse or harm of, another person or group, including through the invitation functions of the Event Planning features;
e. use the Service or any part thereof for any commercial purpose;
f. use the Service in connection with, or to otherwise promote, any violation of applicable law or regulation;
g. transmit unauthorized, marketing, or promotional communications through the Service, including junk mail, chain letters, spam, or duplicative or unsolicited messages in violation of applicable law;
h. upload or use third party mailing lists including, but not limited to, rented lists, purchased lists, or lists not collected using permission-based methods;
i. solicit or attempt to solicit personal information from other users of the Service, including the Account login information of other users, except to request the email address, postal address, and other contact information of a user solely for use within the Event Planning features, and not for any purpose otherwise prohibited by these Terms;
j. perform or facilitate any act which, directly or indirectly, causes to be transmitted to, uploaded or downloaded by, the Service or any end user any software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Service;
k. contact any user who has asked not to be contacted;
l. upload information into the Contacts feature of any person who has asked not to be contacted; or
m. use any robot, spider, scraper or other automated means to access the Service, create Accounts, or collect content for any purpose without our express written permission.
a. You understand and acknowledge we do not own or control any messages, texts, files, images, photos, graphics, videos, audio or other materials (the “Content”) stored, posted, presented, displayed or published on, or transmitted, distributed or otherwise linked through the Service (individually and collectively, “Publish”). You understand you solely are responsible for all Content you Publish through the Service. By using the Service, you grant us a worldwide, non-exclusive, fully paid-up, royalty-free, transferable, sub-licensable license to use, copy, modify, distribute, store, transmit, reformat, edit, translate, make derivative works of, publicly display and publicly perform such Content to the extent required in order to provide the Services to you. You understand and agree we are not responsible for, and expressly disclaim all representations and warranties with respect to and all liability related to or arising from, the Content. Under no circumstances will we be liable in any way for any Content or for any loss or damage of any kind incurred as a result of your use of any Content; and we have no obligation to monitor, preview, verify, flag, modify, filter or remove any Content. Notwithstanding the foregoing, we, in our sole discretion, reserve the right to refuse, move, modify or delete any Content for any reason, with or without notice to you.
b. If you Publish Content, you hereby represent and warrant to us: (i) you either own all right, title and interest in and to such Content, or you possess, sufficient rights, approvals, licenses, consents and permissions as are necessary to Publish such Content; (ii) such Content and the Publication of such Content, does not and will not, directly or indirectly, infringe on, violate or misappropriate the intellectual property rights, privacy rights or other rights of any third party; (iii) such Content does not and will not violate any applicable law, rule or regulation; and (iv) all such Content is truthful and accurate in all material respects.
c. Certain Content may contain links to other websites that are completely independent of the Site and/or the Service. Gala Pal makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained on such other websites.
d. After the thirtieth (30th) day following any termination or expiration of these Terms, you agree we have no obligation to retain any data or Content and may delete and destroy the Content without providing you with notice of such deletion. We will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store any Content. Subject to the license set forth in Section 5(a) above, Content will be considered your Confidential Information (as defined below).
Any exchange of data or other interaction between you and a third party, including, without limitation, Content Published through the Event Planning features and the text of responses to event invitations (each, a “Third Party Interaction”), is solely between you and such third party, and you hereby agree to release and hold us harmless from, and will look to such third party with regard to, any claims relating to or arising out of a Third Party Interaction. We are not a party to, have no involvement or interest in, make no representation, warranty or guaranty with respect to, and have no obligation in connection with, any communication, transaction, interaction, dispute or any relation whatsoever between you and any third party through the Service. You hereby acknowledge and agree that you are responsible solely for ensuring that your Third Party Interactions: (a) comply with all applicable foreign, federal and state laws and regulations; and (b) do not violate any term, condition, rule, procedure, policy or other guideline published by us.
Each party (in such capacity, the “Receiving Party”) understands that the other party (in such capacity, the “Disclosing Party”) has disclosed or may disclose certain information relating to the Disclosing Party's business and that reasonably should be known by the Receiving Party to be confidential or proprietary to the Disclosing Party under the circumstances of disclosure or in light of the nature of the information disclosed (the “Confidential Information”). Each Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except as permitted by these Terms) or divulge to any third party all or any portion of a Disclosing Party’s Confidential Information. Each party agrees that the following information shall not be considered Confidential Information: (i) information that is or subsequently becomes generally available to the public through no fault of the Receiving Party; (ii) information that was in the Receiving Party’s possession or known by such Receiving Party prior to receipt from the Disclosing Party as evidenced by its prior written records; or (iii) was rightfully disclosed to the Receiving Party by a third party without violation of law or any duty of confidentiality. You hereby agree Gala Pal is permitted to disclose your Confidential Information in order to comply with any legally compelled or required disclosure.
We have no obligation to provide maintenance or installation services of any kind, hard-copy documentation, support, telephone assistance, error corrections, bug fixes, patches, updates or other modifications to the Service (“Support”). In the event that we provide any Support to you, such Support will be considered part of the Service and will be subject to the terms and conditions set forth herein. Our email contact information to which you may address questions, complaints, or claims with respect to the Service is as follows: email@example.com.
As between you and Gala Pal, all software embedded in the Service (the “Software”) is and shall remain the sole and exclusive property of Gala Pal. You agree not to take any actions inconsistent with Gala Pal’s ownership of each of Gala Pal’s rights in and to the Software and the Service. Except as otherwise expressly granted in these Terms, you will not have or acquire any rights or interest in or to the Software or the Service. You acknowledge the Software contains proprietary information and trade secrets of Gala Pal. You agree you will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by these Terms; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including, without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or web site; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; (v) possess or use the Software in any format other than machine-readable format; or (vi) take any act to remove, obscure, interfere with or modify the presentation or functionality of any aspect of the Software or the Service. Gala Pal’s trademarks, logos, service marks, images, trade names, designs, page headers, button icons, scripts and other distinctive branding features used in connection with the Service are owned solely and exclusively by Gala Pal and may not be copied, imitated, or used, in whole or in part, without Gala Pal’s prior written consent.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GALA PAL AND ITS AFFILIATES, RESELLERS, AND AGENTS (COLLECTIVELY, THE “REPRESENTATIVES”) DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE REPRESENTATIVES DO NOT PROVIDE ANY WARRANTY: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (C) ABOUT ANY RESULTS THAT MAY BE OBTAINED BY USING THE SERVICE.
In no event will Gala Pal be liable to you for any direct, indirect, incidental, consequential, punitive, special or exemplary damages (even if Gala Pal has been advised of the possibility of such damages) arising from these Terms, including, but not limited to, loss of revenue or anticipated profits or lost business, loss of data or loss of use. IN NO EVENT WILL GALA PAL’S TOTAL CUMULATIVE LIABILITY FOR CLAIMS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, FOR ANY LOSS OR DAMAGE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) AND THE FEES ACTUALLY PAID BY YOU DURING THE TWELVE (12)-MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION GIVING RISE TO THE CLAIM, LOSS, OR DAMAGE. NO CLAIM MAY BE ASSERTED BY YOU AGAINST GALA PAL MORE THAN TWELVE (12) MONTHS AFTER THE EARLIER DATE OF: (A) THE CAUSE OF ACTION UNDERLYING SUCH CLAIM; AND (B) THE TERMINATION OR EXPIRATION OF THESE TERMS AND YOUR USE OF THE SERVICE. NOTHING SET FORTH IN THESE TERMS SHALL EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN IS PERMITTED BY APPLICABLE LAW.
You agree our failure to enforce any right or provision of these Terms will not be deemed a waiver of any such right or provision. In the event that a provision of these Terms is held to be invalid or unenforceable for any reason, then that provision will be limited to the minimum extent necessary to uphold these Terms, and the remaining provisions of these Terms will remain in full force and effect.
At your sole cost and expense, you hereby agree to defend and hold harmless Gala Pal and its affiliates, subsidiaries, officers, managers, members, employees, consultants, representatives, agents, successors and assigns (the “Indemnitees”) in any action or claim, and to indemnify Gala Pal and the Indemnitees from and against any and all losses, liabilities, sums of money, damages, expenses, and costs (including, but not limited to, reasonable attorneys’ fees) (collectively, “Claims”) arising from such action or claim and related to: (a) your breach of any term, condition, representation or warranty set forth in these Terms; (b) a Third Party Interaction; (c) your infringement or misappropriation of any intellectual property, privacy or other rights of any third party; (d) any Content Published by you or through your Account; and/or (d) your violation of applicable law. Gala Pal reserves the right, at your expense, to assume the exclusive defense and control of any Claim for which you are required to indemnify us, and you agree to cooperate with our defense of this Claim. We will use reasonable efforts to notify you of any Claim upon becoming aware of it.
These Terms will commence on the earlier of the date you register for an Account or you begin using the Service and will terminate on the earlier of the date that: (a) you terminate your Account; (b) you breach any term or condition, or any representation or warranty set forth in these Terms; or (c) we stop offering the Service at any time either permanently or temporarily or revoke your right to use the Service at any time. Upon termination of these Terms, all licenses and other rights granted to you in these Terms will immediately cease. The provisions of these Terms that by their nature and context are intended to survive the performance and termination of these Terms, will survive the termination of these Terms.
These Terms are governed by, and interpreted in accordance with, the laws of the State of North Carolina except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Any dispute or controversy arising under, out of, or in connection with these Terms shall be resolved by binding arbitration under then current Commercial Rules of the American Arbitration Association (including the expedited procedures and optional rules for emergency measures of protection thereunder) before a single arbitrator. Any such arbitration shall be conducted in Orange County, North Carolina. Judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the parties hereto or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the parties. Notwithstanding the foregoing, Gala Pal shall have the right to seek injunctive relief or other equitable or legal remedies in a court of competent jurisdiction in the State of North Carolina, to which jurisdiction, for such purpose, you hereby irrevocably consent. If you bring a legal action or claim against us in contravention of this Section 15, you agree you will reimburse us for our costs and expenses incurred in connection with contesting such action or claim; provided that we notified you in writing of the improperly filed claim, and you failed to promptly withdraw the claim.
We will not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, without limitation, any failure to perform hereunder due to unforeseen circumstances such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.