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Entrepreneurship Sports Generation
Entrepreneurship Sports=
Generation Application Properties
Terms of Use
Effective Date: October 1, 2020
Last Updated: October 1, 2020
PLEASE READ THIS TERMS OF USE AGREEME=
NT (THE =E2=80=9CTERMS OF USE=E2=80=9D) CAREFULLY. B=
Y ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITE CO-OWNED, CO-OPERATE=
D OR CO-MANAGED BY NESTGSV, INC. (GSVLABS), AND THE GLOBAL EDUCATION =
AND LEADERSHIP FOUNDATION (TGELF) OR THEIR AFFILIATES OR SUBSIDIARIES, (COLLECTIVELY =E2=80=9CGSVLABS AND TGELF=E2=80=9D, =E2=80=9CUS=E2=80=9D=
, =E2=80=9CWE=E2=80=9D OR =E2=80=9COUR=E2=80=9D) WITH LINKS TO THI=
S AGREEMENT (COLLECTIVELY, THE =E2=80=9CESG APPLICATION WEBSITE=E2=
=80=9D) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVA=
ILABLE OR ENABLED VIA THE ESG APPLICATION WEBSITE BY GSVLABS AND TGELF OR U=
SERS OF THE ESG APPLICATION WEBSITE, COMPLETING THE REGISTRATION PROCESS, A=
ND/OR MERELY BROWSING THE ESG APPLICATION WEBSITE, YOU REPRESENT THAT (1) Y=
OU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YO=
U ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GSVLABS AND TGELF, AND (=
3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE.
IF YOU DO NOT AGREE TO BE BOU=
ND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE ESG APPLICATION WEBSI=
TE OR THE ESG APPLICATION SERVICES.
PLEASE BE AWARE THAT SECTION =
20 OF THESE TERMS OF USE, BELOW, CONTAIN PROVISIONS GOVERNING HOW CLAIMS TH=
AT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMI=
TATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE =
OF THESE TERMS OF USE. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT =
WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBM=
ITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARB=
ITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEE=
K RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEM=
BER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WA=
IVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL =
ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING=
IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND=
UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARB=
ITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE =
APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS =
CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EX=
CLUDED FROM THESE TERMS OF USE.
The =E2=80=9C ESG Application=
Services=E2=80=9D consist of the following, without limitation: G=
SVlabs and TGELF provide a cloud-based platform for entrepreneurs, includin=
g founders of early-stage startup and emerging companies (=E2=80=9C=
Users=E2=80=9D=E2=80=9D) to seek out information about the Entrepr=
eneurship Sports Generation (=E2=80=9CESG=E2=80=9D), start=
and complete an application to enter into the Entrepreneurship Sports Gene=
ration competition (subject to the rules of the Entrepreneurship Sports Gen=
eration), and receive communications and participate in communities of the =
ESG, including the community of Global Finalists. Such information ma=
y include data, text, audiovisual materials, photographs, tags and other ma=
terials (=E2=80=9CContent=E2=80=9D). Your use of, and participation in, cer=
tain ESG Application Services may be subject to additional terms (=
=E2=80=9CSupplemental Terms=E2=80=9D) and such Supplemental Terms =
will either be listed in the Terms of Use or will be presented to you for y=
our acceptance when you sign up to use the supplemental service. If t=
he Terms of Use are inconsistent with the Supplemental Terms, the Supplemen=
tal Terms shall control with respect to such service. The Terms of Us=
e and any applicable Supplemental Terms are referred to herein as the =E2=
=80=9CTerms.=E2=80=9D
PLEASE NOTE THAT The Terms are subjec=
t to change by GSVlabs and TGELF in their sole discretion at any time. =
; When changes are made, we will make a new copy of the Terms of Use availa=
ble at the ESG Application Website and any new Supplemental Terms wil=
l be made available from within, or through, the affected ESG Application S=
ervice on the ESG Application Website. We will also update the =E2=80=
=9CLast Updated=E2=80=9D date at the top of the Terms of Use. If we m=
ake any material changes, and you have registered to use the ESG Appl=
ication Services, we will also send an e-mail to you at the last e-mail add=
ress you provided to us pursuant to the Terms. Any changes to the Ter=
ms will be effective immediately for new Users of the ESG Application Websi=
te or ESG Application Services and will be effective thirty (30) days after=
posting of notice of such changes on the ESG Application Website for=
existing Users, provided that any material changes shall be effective for =
Users who have a registered account on the ESG Application Website up=
on the earlier of thirty (30) days after posting of notice of such changes =
on the ESG Application Website or thirty (30) days after dispatch of =
an e-mail notice of such changes to Registered Users (defined in Section 2.=
1 below). GSVlabs and TGELF may require you to provide consent to the=
updated Terms in a specified manner before further use of the ESG Applicat=
ion Website or the ESG Application Services is permitted. If you do n=
ot agree to any change(s) after receiving a notice of such change(s), you s=
hall stop using the ESG Application Website and/or the ESG Appl=
ication Services. Otherwise, your continued use of the ESG Appl=
ication Website and/or ESG Application Services constitutes your acce=
ptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW =
THE THEN-CURRENT TERMS.
1. Use of the ES=
G Application Services and ESG Application Properties.
The ESG Application Website, the =
; ESG Application Services, and the Content (collectively, the =E2=80=9CESG=
Application Properties=E2=80=9D) are protected by copyright laws throughou=
t the world. Subject to the Terms, GSVlabs and TGELF grants you a lim=
ited right to access and use the ESG Application Services for your ow=
n personal or internal business purposes and a limited license to reproduce=
certain Content set forth on the ESG Application Properties solely for you=
r personal or internal business purposes. Unless otherwise specified by GSV=
labs in a separate license, your right to use any ESG Application Propertie=
s is subject to the Terms.
1.1 Certain Restrictions. The rights granted to you in the =
Terms are subject to the following restrictions: (a) you shall not license,=
sell, rent, lease, transfer, assign, reproduce, distribute, host or otherw=
ise commercially exploit the ESG Application Properties or any portion of t=
he ESG Application Website, (b) you shall not frame or utilize framin=
g techniques to enclose any trademark, logo, or other ESG Application Prope=
rties (including images, text, page layout or form); (c) you shall not use =
any metatags or other =E2=80=9Chidden text=E2=80=9D using the GSVlabs or TG=
ELF name or trademarks; (d) you shall not modify, translate, adapt, merge, =
make derivative works of, disassemble, decompile, reverse compile or revers=
e engineer any part of the ESG Application Properties except to the extent =
the foregoing restrictions are expressly prohibited by applicable law; (e) =
you shall not use any manual or automated software, devices or other proces=
ses (including but not limited to spiders, robots, scrapers, crawlers, avat=
ars, data mining tools or the like) to =E2=80=9Cscrape=E2=80=9D or download=
data from any web pages contained in the ESG Application Website (ex=
cept that we grant the operators of public search engines revocable permiss=
ion to use spiders to copy materials from the ESG Application Website=
for the sole purpose of and solely to the extent necessary for creating pu=
blicly available searchable indices of the materials, but not caches or arc=
hives of such materials) or to record all or any portion of any session; (f=
) access the ESG Application Properties in order to build a similar or comp=
etitive website, application or service; (g) except as expressly stated her=
ein, no part of the ESG Application Properties may be copied, reproduced, d=
istributed, republished, downloaded, displayed, posted or transmitted in an=
y form or by any means; and (h) you shall not remove or destroy any copyrig=
ht notices or other proprietary markings contained on or in the ESG Applica=
tion Properties. Any future release, update or other addition to the ESG Ap=
plication Properties shall be subject to the Terms. GSVlabs and TGELF=
, and our suppliers and service providers reserve all rights not granted in=
the Terms. Any unauthorized use of the ESG Application Properties te=
rminates the licenses granted by GSVlabs and TGELF pursuant to the Terms.=
span>
1.2 Third-Party Materials. As a part of the ESG Appl=
ication Properties, you may have access to materials that are hosted by ano=
ther party. You agree that it is impossible for GSVlabs or TGELF to m=
onitor such materials and that you access these materials at your own risk.=
2. Registration
2.1 Registering your Account. In order to access cert=
ain features of the ESG Application Properties you may be required to becom=
e a Registered User. For purposes of the Terms, a =E2=80=9CRe=
gistered User=E2=80=9D is a User who has registered an account on =
the ESG Application Website (=E2=80=9CAccount=E2=80=9D).=
span>
2.2 Registration Data. In registering for the E=
SG Application Services, you agree to (1) provide true, accurate, current a=
nd complete information about yourself (the =E2=80=9CRegistration D=
ata=E2=80=9D); and (2) maintain and promptly update the Registrati=
on Data to keep it true, accurate, current and complete. You represen=
t that you are (1) at least thirteen (13) years old; (2) of legal age to fo=
rm a binding contract; and (3) not a person barred from using the ESG Appli=
cation Properties under the laws of the United States, your place of reside=
nce or any other applicable jurisdiction. You are responsible for all activ=
ities that occur under your Account. You may not share your Account o=
r password with anyone, and you agree to (1) notify GSVlabs and TGELF immed=
iately of any unauthorized use of your password or any other breach of secu=
rity; and (2) exit from your Account at the end of each session. If y=
ou provide any information that is untrue, inaccurate, not current or incom=
plete, or we have reasonable grounds to suspect that such information=
is untrue, inaccurate, not current or incomplete, we have the right =
to suspend or terminate your Account and refuse any and all current or futu=
re use of the ESG Application Properties (or any portion thereof). Yo=
u agree not to create an Account using a false identity or information, or =
on behalf of someone other than yourself. You agree that you shall no=
t have more than one Account at any given time. GSVlabs and TGELF res=
erve the right to remove or reclaim any usernames at any time and for any r=
eason, including but not limited to, claims by a third-party that a usernam=
e violates the third-party=E2=80=99s rights. You agree not to create =
an Account or use the ESG Application Properties if you have been previousl=
y removed by GSVlabs or TGELF, or if you have been previously banned from a=
ny of the ESG Application Properties.
2.3 Necessary Equipment and Software. You must provid=
e all equipment and software necessary to connect to the ESG Application Pr=
operties, including but not limited to, a mobile device that is suitable to=
connect with and use the ESG Application Properties, in cases where the&nb=
sp; ESG Application Services offer a mobile component. You are solely=
responsible for any fees, including Internet connection or mobile fees, th=
at you incur when accessing the ESG Application Properties.
3. GSVlabs Perks
GSVlabs may, at its discretion, from =
time to time, provide you with discounts and credits from third-party servi=
ce providers (=E2=80=9CPerks=E2=80=9D). Such Perks must be used as pe=
r the specified instructions of GSVlabs and the service provider and within=
the specified time period or promotion. At the end of the time perio=
d or promotional period, your use of the Perks service will expire and any =
further use of the Perks service is prohibited. GSVlabs cannot guaran=
tee your ability to redeem any specific perk and perk partners can choose t=
o discontinue the program at any timeYou agree to not resell or redistribut=
e any Perks received. GSVlabs reserves the right to revoke or block any Use=
r from receiving or continuing to receive Perks upon termination of your Ac=
count or breach of these Terms or of GSVlabs Terms and Conditions [LINK]. I=
f you have any questions about the Perks program please contact GSVlabs at =
community@gsvlabs.com.
4. Responsibility for Content
4.1 Types of Content. You acknowledge that all Conten=
t, is the sole responsibility of the party from whom such Content originate=
d. This means that you, and not GSVlabs or TGELF, are entirely respon=
sible for all Content that you upload, post, e-mail, transmit or otherwise =
make available (=E2=80=9CMake Available=E2=80=9D) through =
the ESG Application Properties (=E2=80=9CYour Content=E2=80=9D), and other Users of the ESG Application Properties, and not GSVlabs o=
r TGELF, are similarly responsible for all Content they Make Available thro=
ugh the ESG Application Properties (=E2=80=9CUser Content=E2=80=9D<=
/strong>).
4.2 No Obligation to Pre-Screen Content. You acknowledge t=
hat GSVlabs and TGELF have no obligation to pre-screen Content (including, =
but not limited to, Your Content and User Content), although we reserve the=
right in our sole discretion to pre-screen, refuse or remove any Content.&=
nbsp; By entering into the Terms, you hereby provide your irrevocable conse=
nt to such monitoring. You acknowledge and agree that you have no exp=
ectation of privacy concerning the transmission of Your Content in publicly=
accessible areas of the ESG Application Properties, including without limi=
tation chat communications conducted over Slack of any other public instant=
messaging platform. In the event that we pre-screen, refuse or remov=
e any Content, you acknowledge that we will do so for our benefit, not your=
s. Without limiting the foregoing, GSVlabs and TGELF shall have the r=
ight to remove any Content that violates the Terms or is otherwise objectio=
nable.
4.3 Storage. Unless expressly agreed to by GSVlabs and TGE=
LF in writing elsewhere, we have no obligation to store any of Your Content=
that you Make Available on the ESG Application Properties. We have n=
o responsibility or liability for the deletion of any Content, including Yo=
ur Content; the failure to store, transmit or receive transmission of Conte=
nt; or the security, privacy, storage, or transmission of other communicati=
ons originating with or involving use of the ESG Application Properties.&nb=
sp; Certain ESG Application Services may enable you to specify the le=
vel at which such ESG Application Services restrict access to Your Content.=
You are solely responsible for applying the appropriate level of acc=
ess to Your Content. If you do not choose, the system may default to =
its most permissive setting. You agree that we retain the right to cr=
eate reasonable limits on our use and storage of the Content, including You=
r Content, such as limits on file size, storage space, processing capacity,=
and similar limits described in the web pages accompanying the ESG Applica=
tion Services and as otherwise determined by GSVlabs and TGELF in our sole =
discretion.
5. Ownership.
5.1 ESG Application Properties. Except with respect to Your=
Content and User Content, you agree that GSVlabs and TGELF and our supplie=
rs own all rights, title and interest in the ESG Application Properties (in=
cluding but not limited to, titles, computer code, themes, objects, concept=
s, artwork, animations, videos, sounds, musical compositions, audiovisual e=
ffects, methods of operation, moral rights). You will not remove, alter or =
obscure any copyright, trademark, service mark or other proprietary rights =
notices incorporated in or accompanying the ESG Application Website, the ES=
G Application Services, or the ESG Application Properties.
5.2 Trademarks. GSVlabs=E2=80=99 and TGELF=E2=80=99s styliz=
ed names and other related graphics, logos, service marks and trade names u=
sed on or in connection with the ESG Application Properties are the t=
rademarks of GSVlabs and TGELF and may not be used without permission in co=
nnection with any third-party products or services. Other trademarks,=
service marks and trade names that may appear on or in the ESG Application=
Properties are the property of their respective owners.
5.3 Other Contents. Except with respect to Your Content, yo=
u agree that you have no right or title in or to any Content that appears o=
n or in the ESG Application Properties.
5.4 Your Content. GSVlabs and/or TGELF do not claim ownersh=
ip of Your Content. However, when you as a User post or publish or ot=
herwise transmit Your Content on or in the ESG Application Properties, you =
represent that you own and/or have a royalty-free, perpetual, irrevocable, =
worldwide, non-exclusive right (including any moral rights) and license to =
use, license, reproduce, modify, adapt, publish, translate, create derivati=
ve works from, distribute, derive revenue or other remuneration from, and c=
ommunicate to the public, perform and display Your Content (in whole or in =
part) worldwide and/or to incorporate it in other works in any form, media =
or technology now known or later developed, for the full term of any worldw=
ide intellectual property right that may exist in Your Content.
5.5 License to Your Contract. Subject to any applicable acc=
ount settings that you select, you grant GSVlabs and TGELF a fully paid, ro=
yalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive =
and fully sublicensable right (including any moral rights) and license to u=
se, record, license, distribute, reproduce, modify, adapt, publicly perform=
, and publicly display Your Content (in whole or in part) for the purposes =
of operating and providing the ESG Application Properties to you and to oth=
er Users in accordance with the Terms. Please remember that other Use=
rs may search for, see, use, modify and reproduce any of Your Content that =
you submit to any =E2=80=9Cpublic=E2=80=9D area of the ESG Application Prop=
erties. You warrant that the holder of any worldwide intellectual pro=
perty right, including moral rights, in Your Content, has completely and ef=
fectively waived all such rights and validly and irrevocably granted to you=
the right to grant the license stated above. You ag=
ree that you, not GSVlabs or TGELF, are responsible for all of Your Content=
that you Make Available on or in the ESG Application Properties.
5.6 Username. Notwithstanding anything contained herein to =
the contrary, by submitting Your Content to any forums, comments or any oth=
er area on or in the ESG Application Properties, you hereby expressly permi=
t GSVlabs and TGELF to identify you by your name or username (which must be=
a valid email address) as the contributor of Your Content in any publicati=
on in any form, media or technology now known or later developed in connect=
ion with Your Content.
5.7 Your Account. Notwithstanding anything to the contrary =
herein, you acknowledge and agree that you shall have no ownership or other=
property interest in your Account, and you further acknowledge and agree t=
hat all rights in and to your Account are and shall forever be owned by and=
inure to the benefit of GSVlabs and TGELF.
5.8 Any Content posted by you on or in the ESG Application Prope=
rties (including, but not limited to, on your profile) may not contain nudi=
ty, violence, sexually explicit, or offensive subject matter. You may=
not post a photograph of another person without that person=E2=80=99s perm=
ission.
6. Feedback.
You agree that submission of any idea=
s, suggestions, documents, and/or proposals to GSVlabs and TGELF through ou=
r suggestion, feedback or similar pages (=E2=80=9CFeedback=E2=80=9D) is at =
your own risk and that we have no obligations (including without limitation=
obligations of confidentiality) with respect to such Feedback. You r=
epresent and warrant that you have all rights necessary to submit the Feedb=
ack. You hereby grant to GSVlabs and TGELF a fully paid, royalty-free=
, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable=
right and license to use, reproduce, perform, display, distribute, adapt, =
modify, re-format, create derivative works of, and otherwise commercially o=
r non-commercially exploit in any manner, any and all Feedback, and to subl=
icense the foregoing rights, in connection with the operation and maintenan=
ce of the ESG Application Properties.
7. User Conduct.
As a condition of use, you agree not =
to use the ESG Application Properties for any purpose that is prohibited by=
the Terms or by applicable law. You shall not (and shall not permit any th=
ird-party) either (a) to take any action or (b) Make Available any Content =
on or through the ESG Application Properties that: (i) infringes any patent=
, trademark, trade secret, copyright, right of publicity or other right of =
any person or entity; (ii) is unlawful, threatening, abusive, harassing, de=
famatory, libelous, deceptive, fraudulent, invasive of another=E2=80=99s pr=
ivacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthor=
ized or unsolicited advertising, junk or bulk e-mail; (iv) involves commerc=
ial activities and/or sales without GSVlabs=E2=80=99 and TGELF=E2=80=99s pr=
ior written consent, such as contests, sweepstakes, barter, advertising, or=
pyramid schemes; (v) impersonates any person or entity, including any empl=
oyee or representative of GSVlabs or TGELF; (vi) interferes with or attempt=
s to interfere with the proper functioning of the ESG Application Propertie=
s or uses the ESG Application Properties in any way not expressly permitted=
by the Terms; (vii) introduce software or automated agents to the ESG Appl=
ication Services so as to produce multiple Accounts or generate automated m=
essages; or (viii) to attempt or engage in, any potentially harmful acts th=
at are directed against the ESG Application Properties, including but not l=
imited to violating or attempting to violate any security features of the E=
SG Application Properties, using manual or automated software or other mean=
s to access, =E2=80=9Cscrape,=E2=80=9D =E2=80=9Ccrawl=E2=80=9D or =E2=80=9C=
spider=E2=80=9D any pages contained in the ESG Application Properties, intr=
oducing viruses, worms, or similar harmful code into the ESG Application Pr=
operties, or interfering or attempting to interfere with use of the ESG App=
lication Properties by any other user, host or network, including by means =
of overloading, =E2=80=9Cflooding,=E2=80=9D =E2=80=9Cspamming,=E2=80=9D =E2=
=80=9Cmail bombing=E2=80=9D, or =E2=80=9Ccrashing=E2=80=9D the ESG Applicat=
ion Properties.
8. Investigations.
GSVlabs and TGELF may, but are not ob=
ligated to, monitor or review the ESG Application Properties and Content at=
any time. Without limiting the foregoing, GSVlabs and TGELF shall ha=
ve the right, in their sole discretion, to remove any of Your Content for a=
ny reason (or no reason), including if such Content violates the Terms or a=
ny applicable law. Although we do not generally monitor user ac=
tivity occurring in connection with the ESG Application Properties, if we b=
ecome aware of any possible violations by you of any provision of the Terms=
, we reserve the right to investigate such violations, and we may, at our s=
ole discretion, immediately terminate your license to use the ESG Applicati=
on Properties, or change, alter or remove Your Content, in whole or in part=
, without prior notice to you.
9. Interactions with Other Users.
9.1 User Responsibility. You are solely responsible for yo=
ur interactions with other Users of the ESG Application Services and any ot=
her parties with whom you interact through the ESG Application Services; pr=
ovided, however, that GSVlabs and TGELF reserve the right, but have no obli=
gation, to intercede in such disputes. You agree that we will not be respon=
sible for any liabilities incurred by you as the result of such interaction=
and we will not work to resolve any disputes between Users. In excha=
nge for the privilege of accessing the ESG Application Services, you FURTHE=
R agree to release GSVlabs and TGELF from any claims, demands and damages (=
actual and consequential) of every kind and nature, known and unknown, susp=
ected and unsuspected, disclosed and undisclosed, arising out of or in any =
way connected with any dispute you have with one or more Users.
9.2 Content Provided by Other Users. The ESG Application Pr=
operties may contain User Content provided by other Users. GSVlabs an=
d TGELF are not responsible for and do not control User Content. GSVl=
abs and TGELF have no obligation to review or monitor, and do not approve, =
endorse or make any representations or warranties with respect to User Cont=
ent. You use all User Content and interact with other Users at your o=
wn risk.
10. Third-Party Services.
The ESG Application Properties may co=
ntain links to or otherwise integrate with third-party websites and service=
s, including those that help facilitate the resources we make available, su=
ch as Perks (=E2=80=9CThird-Party Services=E2=80=9D). When you click =
on a link to a Third-Party Service, we will not warn you that you have left=
the ESG Application Properties and are subject to the terms and conditions=
(including privacy policies) of another website or destination. Such=
Third-Party Services are not under the control of GSVlabs or TGELF. =
We are not responsible for any Third-Party Services and provide these Third=
-Party Services only as a convenience. We do not review, approve, mon=
itor, endorse, warrant, or make any representations with respect to Third-P=
arties or their products or services. You access and use all Third-Pa=
rty Services at your own risk. When you leave the ESG Application Web=
site, our Terms and policies no longer govern. You should review appl=
icable terms and policies, including privacy and data gathering practices, =
of any Third-PartyServices, and should make whatever investigation you feel=
necessary or appropriate before proceeding with any transaction with any t=
hird-party.
11. Indemnification.
You agree to indemnify and hold GSVla=
bs and TGELF, and our parents, subsidiaries, affiliates, officers, employee=
s, agents, partners and licensors (collectively the =E2=80=9CGSVlabs and TG=
ELF Parties=E2=80=9D) harmless from any losses, costs, liabilities and expe=
nses (including reasonable attorneys=E2=80=99 fees) relating to or arising =
out of: (a) Your Content; (b) your use of, or inability to use, the ESG App=
lication Properties; (c) your violation of the Terms; (d) your violation of=
any rights of another party, including any User; or (e) your violation of =
any applicable laws, rules or regulations. We reserve the right, at o=
ur own cost, to assume the exclusive defense and control of any matter othe=
rwise subject to indemnification by you, in which event you will fully coop=
erate with GSVlabs and TGELF in asserting any available defenses. You=
agree that the provisions in this section will survive any termination of =
your Account, the Terms, or your access to the ESG Application Properties.<=
/span>
12. Disclaimer of Warranties.
12.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE =
EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE ESG APPLICATION PROPERT=
IES IS AT YOUR SOLE RISK, AND THE ESG APPLICATION PROPERTIES ARE PROVIDED O=
N AN =E2=80=9CAS IS=E2=80=9D AND =E2=80=9CAS AVAILABLE=E2=80=9D BASIS, WITH=
ALL FAULTS. THE GSVLABS AND TGELF PARTIES EXPRESSLY DISCLAIM ALL WAR=
RANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IM=
PLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS =
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.<=
/span>
12.1.1 THE GSVLABS AND TGELF PARTIES MAKE NO WARRANTY, REPR=
ESENTATION OR CONDITION THAT: (1) THE ESG APPLICATION PROPERTIES WILL MEET =
YOUR REQUIREMENTS; (2) YOUR USE OF THE ESG APPLICATION PROPERTIES WILL BE U=
NINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBT=
AINED FROM USE OF THE ESG APPLICATION PROPERTIES WILL BE ACCURATE OR RELIAB=
LE; OR (4) ANY ERRORS IN THE ESG APPLICATION PROPERTIES WILL BE CORRECTED.<=
/span>
12.1.2 ANY CONTENT ACCESSED THROUGH THE ESG APPLICATION PRO=
PERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE F=
OR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YO=
UR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE ESG APPLICATION PRO=
PERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.=
12.1.3 THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS=
AND OTHER DISRUPTIONS. GSVLABS AND TGELF MAKE NO WARRANTY, REPRESENT=
ATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, =
THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THESE S=
ERVICES.
12.1.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, O=
BTAINED FROM GSVLABS OR TGELF, OR THROUGH THE ESG APPLICATION PROPERTIES WI=
LL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
12.1.5 From time to time, GSVlabs and TGELF may offer new =
=E2=80=9Cbeta=E2=80=9D features or tools with which Users may experiment.&n=
bsp; Such features or tools are offered solely for experimental purposes an=
d without any warranty of any kind, and may be modified or discontinued at =
our sole discretion. The provisions of this section apply with full f=
orce to such features or tools.
13. No Liability for Conduct of =
Third Parties.
YOU ACKNOWLEDGE AND AGREE THAT THE GS=
VLABS AND TGELF PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD T=
HE GSVLABS AND TGELF PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCL=
UDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH TH=
IRD PARTIES RESTS ENTIRELY WITH YOU.
14. No Liability for Conduct of Ot=
her Users.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF=
YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE ESG APPLICATI=
ON PROPERTIES. YOU UNDERSTAND THAT GSVLABS AND TGELF DO NOT MAKE ANY ATTEMP=
T TO VERIFY THE STATEMENTS OF USERS OF THE ESG APPLICATION PROPERTIES.
15. Limitation of Liability.=
h2>
15.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGR=
EE THAT IN NO EVENT SHALL GSVLABS OR TGELF PARTIES BE LIABLE FOR ANY INDIRE=
CT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF=
OR IN CONNECTION WITH THE ESG APPLICATION PROPERTIES, INCLUDING, WITHOUT L=
IMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHE=
R OR NOT GSVLABS OR TGELF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUC=
H DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DI=
STRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR ON ANY THEORY OF =
LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE ESG APPLICAT=
ION PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES=
RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAI=
NED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE ESG APPL=
ICATION PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSM=
ISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON GSVLABS PR=
OPERTIES; OR (5) ANY OTHER MATTER RELATED TO THE ESG APPLICATION PROPERTIES=
, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENC=
E), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
15.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE GSV=
LABS OR TGELF PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED, I=
F ANY, BY GSVLABS AND TGELF AS A RESULT OF YOUR USE OF THE ESG APPLICATION =
PROPERTIES. IF YOU HAVE NOT PAID GSVLABS AND TGELF ANY AMOUNTS, GSVLABS=E2=
=80=99 AND TGELF=E2=80=99S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO=
FIFTY DOLLARS ($50).
15.3 User Content. THE GSVLABS AND TGELF PARTIES ASSUME NO=
RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO ST=
ORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTE=
NT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
15.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET =
FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GS=
VLABS, TGELF AND YOU.
It is GSVlabs=E2=80=99 and TGELF=E2=
=80=99s policy to terminate membership privileges of any User who repeatedl=
y infringes copyright upon prompt notification to GSVlabs and TGELF by the =
copyright owner or the copyright owner=E2=80=99s legal agent. Without=
limiting the foregoing, if you believe that your work has been copied and =
posted on the ESG Application Properties in a way that constitutes copyrigh=
t infringement, please provide our Copyright Agent with the following infor=
mation: (1) an electronic or physical signature of the person authorized to=
act on behalf of the owner of the copyright interest; (2) a description of=
the copyrighted work that you claim has been infringed; (3) a description =
of the location on the ESG Application Properties of the material that you =
claim is infringing; (4) your address, telephone number and e-mail address;=
(5) a written statement by you that you have a good faith belief that the =
disputed use is not authorized by the copyright owner, its agent or the law=
; (6) a statement by you, made under penalty of perjury, that the above inf=
ormation in your notice is accurate and that you are the copyright owner or=
authorized to act on the copyright owner=E2=80=99s behalf. Contact i=
nformation for GSVlabs=E2=80=99 and TGELF=E2=80=99s Copyright Agent for not=
ice of claims of copyright infringement is as follows: Alec Wright, GSVlabs=
, 2955 Campus Dr #110, San Mateo, CA 94403: Email: alec@gsvlabs.com.
17. Term and Termination.
17.1 Term. The Terms commence on the date when you accept =
them (as described in the preamble above) and remain in full force and effe=
ct while you use the ESG Application Properties, unless terminated earlier =
in accordance with the Terms.
17.2 Prior Use. Notwithstanding the foregoing, if you used=
the ESG Application Properties prior to the date you accepted the Terms, y=
ou hereby acknowledge and agree that the Terms commenced on the date you fi=
rst used the ESG Application Properties (whichever is earlier) and will rem=
ain in full force and effect while you use the GSVlabs and TGELF Properties=
, unless earlier terminated in accordance with the Terms.
17.3 Termination of ESG Application Services by You. =
If you want to terminate the ESG Application Services You may do so by (a)=
notifying GSVlabs and TGELF at any time and (b) closing your Account for a=
ll of the ESG Application Services that you use by following the dire=
ctions on the ESG Application Website. Your notice should be sent, in=
writing, to the address set forth above.
17.4 Effect of Termination. Termination of any ESG Applica=
tion Service includes removal of access to such Service and barring of furt=
her use of the Service. Termination of all ESG Application Services a=
lso includes deletion of your password and all related information, files a=
nd Content associated with or inside your Account (or any part thereof), in=
cluding Your Content. Upon termination of any ESG Application Service=
, your right to use such Service will automatically terminate immediately.&=
nbsp; You understand that any termination of ESG Application Services=
may involve deletion of Your Content associated therewith from our live da=
tabases. GSVlabs and TGELF will not have any liability whatsoever to =
you for any suspension or termination, including for deletion of Your Conte=
nt. All provisions of the Terms which by their nature should survive,=
shall survive termination of ESG Application Services, including wit=
hout limitation, ownership provisions, warranty disclaimers, and limitation=
of liability.
18. Remedies.
18.1 Violations. If GSVlabs and TGELF become aware of any =
possible violations by you of the Terms, we reserve the right to investigat=
e such violations. If, as a result of the investigation, we believe t=
hat criminal activity has occurred, we reserve the right to refer the matte=
r to, and to cooperate with, any and all applicable legal authorities. =
; We are entitled, except to the extent prohibited by applicable law, to di=
sclose any information or materials on or in the ESG ApplicationProperties,=
including Your Content, in our possession in connection with your use of t=
he ESG Application Properties, to (1) comply with applicable laws, legal pr=
ocess or governmental request; (2) enforce the Terms; (3) respond to any cl=
aims that Your Content violates the rights of third parties; (4) respond to=
your requests for customer service; or (5) protect the rights, property or=
personal safety of GSVlabs, TGELF, Users or the public, and all enfo=
rcement or other government officials, as GSVlabs and TGELF, in their sole =
discretion believe to be necessary or appropriate.
18.2 Breach. In the event that we determine, in our sole d=
iscretion, that you have breached any portion of the Terms, or have otherwi=
se demonstrated conduct inappropriate for the ESG Application Properties, w=
e reserve the right to:
18.2.1 Warn you via e-mail (to any e-mail address you have =
provided us) that you have violated the Terms;
18.2.2 Delete any of Your Content provided by you or your a=
gent(s) to the ESG Application Properties;
18.2.3 Discontinue your registration(s) with any of the ESG=
Application Properties, including the ESG Application Services or an=
y GSVlabs or tGELF community;
18.2.4 Notify and/or send Content to and/or fully cooperate=
with the proper law enforcement authorities for further action; and/or
18.2.5 Pursue any other action which we deem to be appropri=
ate.
19. International Users.
The ESG Application Website can=
be accessed from countries around the world and may contain references to =
ESG Application Properties and Content that are not available in your count=
ry. These references do not imply that we intend to announce such ESG=
Application Properties or Content in your country. The ESG Applicati=
on Properties are controlled and offered by GSVlabs and TGELF from our =
; facilities in the United States of America. We make no representati=
ons that the ESG Application Properties are appropriate or available for us=
e in other locations. Those who access or use the ESG Application Pro=
perties from other jurisdictions do so at their own volition and are respon=
sible for compliance with local law.
20. Dispute Resolution.
Please read the following arbitration=
agreement in this Section (=E2=80=9CArbitration Agreement=E2=80=9D) carefu=
lly. It requires you to arbitrate disputes with GSVlabs and TGELF and=
limits the manner in which you can seek relief from us.
20.1 Applicability of Arbitration Agreement. You agree =
that any dispute or claim relating in any way to your access or use of the =
ESG Application Properties, to any products sold or distributed through the=
ESG Application Properties, or to any aspect of your relationship with GSV=
labs and TGELF, will be resolved by binding arbitration, rather than in cou=
rt, except that (1) you may assert claims in small claims court if your cla=
ims qualify, so long as the matter remains in such court and advances only =
on an individual (non-class, non-representative) basis; and (2) you, GSVlab=
s or TGELF may seek equitable relief in court for infringement or other mis=
use of intellectual property rights (such as trademarks, trade dress, domai=
n names, trade secrets, copyrights, and patents). This Arbitr=
ation Agreement shall apply, without limitation, to all claims that arose o=
r were asserted before the Effective Date of these Terms or any prior versi=
on of these Terms. IF YOU AGREE TO ARBITRATION WITH =
GSVLABS AND TGELF, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPAT=
E IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAIN=
ST GSVLABS OR TGELF ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIM=
S ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING =
YOUR CLAIMS AGAINST GSVLABS OR TGELF IN AN INDIVIDUAL ARBITRATION PROCEEDIN=
G. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER =
RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED T=
HAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGR=
EEMENT, INCLUDING THIS ARBITRATION AGREEMENT.
20.2 Arbitration Rules and Forum. The Federal Arbitrati=
on Act governs the interpretation and enforcement of this Arbitration Agree=
ment. To begin an arbitration proceeding, you must send a letter requ=
esting arbitration and describing your claim to our registered agent. =
The arbitration will be conducted by JAMS, an established alternative disp=
ute resolution provider. Disputes involving claims and counterclaims=
under $250,000, not inclusive of attorneys=E2=80=99 fees and interest, sha=
ll be subject to JAMS=E2=80=99s most current version of the Streamlined Arb=
itration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbi=
tration/; all other claims shall be subject to JAMS=E2=80=99s most curr=
ent version of the Comprehensive Arbitration Rules and Procedures, availabl=
e at http://=
www.jamsadr.com/rules-comprehensive-arbitration/. JAMS=E2=80=99s =
rules are also available at www.jamsadr.com<=
/a> or by calling JAMS at 800-352-5267. If JAMS is not available to a=
rbitrate, the parties will select an alternative arbitral forum. If t=
he arbitrator finds that you cannot afford to pay JAMS=E2=80=99s filing, ad=
ministrative, hearing and/or other fees and cannot obtain a waiver from JAM=
S, GSVlabs and TGELF will pay them for you. In addition, GSVlabs and =
TGELF will reimburse all such JAMS=E2=80=99s filing, administrative, hearin=
g and/or other fees for claims totaling less than $10,000 unless the arbitr=
ator determines the claims are frivolous. Likewise, GSVlabs and/or TG=
ELF will not seek attorneys=E2=80=99 fees and costs in arbitration unless t=
he arbitrator determines the claims are frivolous. You may choose to =
have the arbitration conducted by telephone, based on written submissions, =
or in person in the country where you live or at another mutually agreed lo=
cation. Any judgment on the award rendered by the arbitrator may be e=
ntered in any court of competent jurisdiction.
20.3 Authority of Arbitrator. The arbitrator, and not any =
federal, state or local court or agency shall have exclusive authority to (=
a) determine the scope and enforceability of this Arbitration Agreement and=
(b) resolve any dispute related to the interpretation, applicability, enfo=
rceability or formation of this Arbitration Agreement including, but not li=
mited to any claim that all or any part of this Arbitration Agreement is vo=
id or voidable. The arbitration will decide the rights and liabilitie=
s, if any, of you, GSVlabs or TGELF. The arbitration proceeding will=
not be consolidated with any other matters or joined with any other cases =
or parties. The arbitrator shall have the authority to grant motions =
dispositive of all or part of any claim. The arbitrator shall have the auth=
ority to award monetary damages and to grant any non-monetary remedy or rel=
ief available to an individual under applicable law, the arbitral forum=E2=
=80=99s rules, and the Agreement (including the Arbitration Agreement). The=
arbitrator shall issue a written award and statement of decision describin=
g the essential findings and conclusions on which the award is based, inclu=
ding the calculation of any damages awarded. The arbitrator has the s=
ame authority to award relief on an individual basis that a judge in a cour=
t of law would have. The award of the arbitrator is final and binding=
upon you and us.
20.4 Waiver of Jury Trial. YOU, GSVLABS AND TGELF HEREBY W=
AIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRI=
AL IN FRONT OF A JUDGE OR A JURY. You, GSVlabs and TGELF are instead =
electing that all claims and disputes shall be resolved by arbitration unde=
r this Arbitration Agreement, except as specified in Section 20.1 above.&nb=
sp; An arbitrator can award on an individual basis the same damages and rel=
ief as a court and must follow this Agreement as a court would. Howe=
ver, there is no judge or jury in arbitration, and court review of an arbit=
ration award is subject to very limited review.
20.5 Waiver of Class or Consolidated Actions. ALL CLAIMS A=
ND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRAT=
ED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF =
IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITR=
ATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwit=
hstanding anything to the contrary herein, (a) representative action for pu=
blic injunctive relief may be arbitrated on a class basis and (b) in the ev=
ent that the foregoing sentence is deemed invalid or unenforceable with res=
pect to a particular class or dispute for recovery of damages, neither you =
nor we are entitled to arbitration and instead claims and disputes shall be=
resolved in a court as set forth in Section 21.6.
20.6 30-Day Right to Opt Out. You have the right to opt out of t=
he provisions of this Arbitration Agreement by sending written notice of yo=
ur decision to opt out to the following address: NestGSV, Inc., 2955 Campus=
Drive, #110, San Mateo, California 94403 or email address: community@gsvlabs.com, within 30 days after first =
becoming subject to this Arbitration Agreement. Your notice must include yo=
ur name and address, your username (if any), the email address you used to =
set up your ESG Application account (if you have one), and an unequivocal s=
tatement that you want to opt out of this Arbitration Agreement. &nbs=
p; If you opt out of this Arbitration Agreement, all other parts of this Ag=
reement will continue to apply to you. Opting out of this Arbitration=
Agreement has no effect on any other arbitration agreements that you may c=
urrently have, or may enter in the future, with us.
20.7 Severability. If any part or parts of this Arbitra=
tion Agreement are found under the law to be invalid or unenforceable, then=
such specific part or parts shall be of no force and effect and shall be s=
evered and the remainder of the Arbitration Agreement shall continue in ful=
l force and effect.
20.8 Survival of Agreement. This Arbitration Agreement =
will survive the termination of your relationship with GSVlabs and TGELF.=
span>
20.9 Modification. Notwithstanding any pr=
ovision in this Agreement to the contrary, we agree that if GSVlabs and TGE=
LF makes any future material change to this Arbitration Agreement, it will =
not apply to any individual claim(s) that you had already provided notice o=
f to GSVlabs and TGELF.
21. General Provisions.
21.1 Electronic Communications. The communications between=
you, GSVlabs or TGELF use electronic means, whether you visit the ESG Appl=
ication Properties or send GSVlabs or TGELF e-mails, or whether GSVlabs or =
TGELF post notices on the ESG Application Properties or communicate with yo=
u via e-mail. For contractual purposes, you (1) consent to receive co=
mmunications from GSVlabs and TGELF in an electronic form; and (2) agree th=
at all terms and conditions, agreements, notices, disclosures, and other co=
mmunications that GSVlabs or TGELF provide to you electronically satisfy an=
y legal requirement that such communications would satisfy if it were to be=
in writing. The foregoing does not affect your statutory rights.
21.2 Release. You hereby release GSVlabs and TGELF Parties=
and their successors from claims, demands, any and all losses, damages, ri=
ghts, and actions of any kind, including personal injuries, death, and prop=
erty damage, that is either directly or indirectly related to or arises fro=
m any interactions with or conduct of other ESG Application Website Users o=
r third-party websites of any kind arising in connection with or as a resul=
t of the Terms or your use of the ESG Application Properties. If you =
are a California resident, you hereby waive California Civil Code Section 1=
542, which states, =E2=80=9CA general release does not extend to claims whi=
ch the creditor does not know or suspect to exist in his favor at the time =
of executing the release, which, if known by him must have materially affec=
ted his settlement with the debtor.
21.3 Assignment. The Terms, and your rights and obligation=
s hereunder, may not be assigned, subcontracted, delegated, or otherwise tr=
ansferred by you without GSVlabs=E2=80=99s and TGELF=E2=80=99s prior writte=
n consent, and any attempted assignment, subcontract, delegation, or transf=
er in violation of the foregoing will be null and void. GSVlabs and TGELF m=
ay freely assign the Terms.
21.4 Force Majeure. GSVlabs and TGELF shall not be liable =
for any delay or failure to perform resulting from causes outside its reaso=
nable control, including, but not limited to, acts of God, war, terrorism, =
riots, embargos, acts of civil or military authorities, fire, floods, accid=
ents, strikes or shortages of transportation facilities, fuel, energy, labo=
r or materials.
21.5 Compliance. If you believe that GSVlabs or TGELF have=
not adhered to the Terms, please contact us by emailing us at community@gsvlabs.com. We will do our bes=
t to address your concerns. If you feel that your complaint has been =
addressed incompletely, we invite you to let us know for further investigat=
ion.
21.6 Governing Law; Venue. The Terms and any action relate=
d thereto will be governed and interpreted by and under the laws of the Sta=
te of California, consistent with the Federal Arbitration Act, without givi=
ng effect to any principles that provide for the application of the law of =
another jurisdiction. The United Nations Convention on Contracts for =
the International Sale of Goods does not apply to the Terms. To the e=
xtent the parties are permitted under this Agreement to initiate litigation=
in a court, you, GSVlabs and TGELF agree that all claims and disputes aris=
ing out of or relating to the Terms will be litigated exclusively in the st=
ate or federal courts located in San Mateo County, California.
21.7 Choice of Language. It is the express wish of the par=
ties that the Terms and all related documents have been drawn up in English=
.
21.8 Notice. Where GSVlabs and TGELF require that you prov=
ide an e-mail address, you are responsible for providing GSVlabs and TGELF =
with your most current e-mail address. In the event that the last e-m=
ail address you provided to GSVlabs is not valid, or for any reason is not =
capable of delivering to you any notices required/ permitted by the Terms, =
GSVlabs=E2=80=99 and TGELF=E2=80=99s dispatch of the e-mail containing such=
notice will nonetheless constitute effective notice. You may give no=
tice to GSVlabs and TGELF at the following address: NestGSV, Inc., 29=
55 Campus Drive, #110, San Mateo, California 94403. Such notice shall=
be deemed given when received by GSVlabs and TGELF by letter delivered by =
nationally recognized overnight delivery service or first class postage pre=
paid mail at the above address.
21.9 Waiver. Any waiver or failure to enforce any provisio=
n of the Terms on one occasion will not be deemed a waiver of any other pro=
vision or of such provision on any other occasion.
21.10 Severability. If any provision of the Terms is, for =
any reason, held to be invalid or unenforceable, the other provisions of th=
e Terms will remain enforceable, and the invalid or unenforceable provision=
will be deemed modified so that it is valid and enforceable to the maximum=
extent permitted by law.
21.11 Export Control. You may not use, export, import, or =
transfer the ESG Application Properties except as authorized by U.S. law, t=
he laws of the jurisdiction in which you obtained the ESG Application Prope=
rties, and any other applicable laws. In particular, but without limi=
tation, the ESG Application Properties may not be exported or re-exported (=
a) into any United States embargoed countries; or (b) to anyone on the U.S.=
Treasury Department=E2=80=99s list of Specially Designated Nationals or th=
e U.S. Department of Commerce=E2=80=99s Denied Person=E2=80=99s List or Ent=
ity List. By using the ESG Application Properties, you represent and warran=
t that (i) you are not located in a country that is subject to a U.S. Gover=
nment embargo, or that has been designated by the U.S. Government as a =E2=
=80=9Cterrorist supporting=E2=80=9D country and (ii) you are not listed on =
any U.S. Government list of prohibited or restricted parties. You also will=
not use the ESG Application Properties for any purpose prohibited by U.S. =
law, including the development, design, manufacture or production of missil=
es, nuclear, chemical or biological weapons. You acknowledge and agre=
e that products, services or technology provided by GSVlabs and TGELF are s=
ubject to the export control laws and regulations of the United States.&nbs=
p; You shall comply with these laws and regulations and shall not, without =
prior U.S. government authorization, export, re-export, or transfer GSVlabs=
or TGELF products, services or technology, either directly or indirectly, =
to any country in violation of such laws and regulations.
21.12 Consumer Complaints. In accordance with California C=
ivil Code =C2=A71789.3, you may report complaints to the Complaint Assistan=
ce Unit of the Division of Consumer Services of the California Depart=
ment of Consumer Affairs by contacting them in writing at 400 R Street, Sac=
ramento, CA 95814, or by telephone at (800) 952-5210.
21.13 Entire Agreement. The Terms are the final, complete =
and exclusive agreement of the parties with respect to the subject matter h=
ereof and supersedes and merges all prior discussions between the parties w=
ith respect to such subject matter.
------=_Part_279_139802879.1711710231524--