General Terms and Conditions

GATHRWORK MEMBER NETWORK COMMUNITY GUIDELINES

The mission of the GathrWork Member Network is to give you a place to create and foster connections with fellow GathrWork members. We want our members to feel safe and supported and have created the following guidelines to help you get the most out of the Member Network experience.

WHAT TO DO:

Here are ways to connect with other members on the Member Network.

Offer and find business solutions Post your business questions and needs. Whether you are looking for answers to a "how-to" question or are in need of a service provider, the community can help.

Share knowledge The GathrWork community values learning. What can we learn from you? Contribute to the Member Network by starting conversations about your interests and expertise.

Be respectful Be thoughtful of others in your online engagement and add to the supportive and celebratory feeling of GathrWork.

WHAT NOT TO DO:

The following actions can lead to revocation of your membership.

  • Post illegal, inappropriate or threatening content.
  • Spam members through posts or personal messages.
  • Make statements that could damage the reputation of other members.
  • Disrupt the professional work environment.
  • Conduct fraudulent activity.

Reporting misuse

If you see any post, comment, profile, or message that you feel goes against the Community Guidelines, please share your concern by reporting it by emailing [email protected] We will review all reported posts, and will always keep your report anonymous to other members. A failure to follow the Community Guidelines may result in revocation of membership. GATHRWORK MEMBERSHIP TERMS AND CONDITIONS

Overview. These Terms and Conditions (the “Terms”) describe your rights and obligations in connection with your receipt and use of the services provided by GathrWork in connection with your GathrWork Membership, Flex Desk™, Dedicated Desk, Conference Room or other services specified herein (the “Services”, as further described below).

Please read these Terms carefully, as they affect your legal rights. Among other things, these Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that disputes between you and us will be resolved by binding, individual arbitration and you waive your right to participate in a class action lawsuit or class-wide arbitration. If you have any questions about these Terms, please contact [email protected] By using the Services, you are agreeing to abide by and be bound by these Terms.

Who we are. We create online and physical communities and work space for creators and collaborators. Who we are for the purposes of these Terms, Gathr Work, LLC, with premises in Massachusetts, set forth on your invoice. We reserve the right to change the legal entity that charges you for the Services.

  • The relevant entity with which you enter into these Terms shall be known in these Terms as “we,” “our” “us” or “GathrWork”.

Who you are. References to “you,” “your” and similar words in these Terms refer to the individual or entity registering for any Services and agreeing to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have all necessary right, authority and consent to bind such entity to these Terms. Also, if you are based outside of the US, by agreeing to these Terms, you are confirming that you are using the Services for business purposes and not as a consumer (as defined in Regulation 4 of the UK Consumer Contracts Regulations).

What up. For the avoidance of doubt, references to “Services” in these Terms refer to your access to and use of our online member network, member-only events and offerings and space in our GathrWork location, and in any future location (“Premises”) and certain other related services and features we may provide. The exact Services you receive will depend on (a) the product or services you have purchased; (b) the Services available, which may vary by future Premises and (c) additional features and Services selected by you, such as through a possible “Service Package”, which may be subject to additional guidelines, terms, conditions and/or rules (“Additional Terms”), including additional payment obligations.

  • “Services” do not include, and we are not involved in or liable for, the possible provision of products or services by third parties (“Third Party Services”) that you may elect to purchase in connection with your GathrWork Membership or Flex Desk™, such as group health insurance, gym memberships or payroll services. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. These Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.

Some features of the Services may be subject to Additional Terms, which will be posted with those features or otherwise communicated to you. We will consider your use of those features your acceptance of the applicable Additional Terms, and those Additional Terms will be incorporated in these Terms by this reference.

The GathrWork Community. To participate in the Gathr Work Community, you’ll have to agree to the GathrWork Member Network Terms of Service, Privacy Policy and Community Guidelines To use our wireless network you also will agree to our Wireless Network Terms of Service.

How we might change our Services or these Terms. The availability and scope of the Services, as well as the availability and scope of benefits we offer in relation to Third Party Services, are subject to change from time to time in our sole discretion. Without limiting the generality of the foregoing, you acknowledge that our Premises, and the Services we may offer at any of our Premises, are also subject to change from time to time. From time to time, we may also make modifications, deletions or additions to these Terms and will provide you with notice of changes to these Terms or to Services that apply to you, by emailing the last email address provided by you in your profile or by posting a notice on the GathrWork website at www.Gathr.Work. Most changes will be effective immediately upon notice, except that pricing and fee changes will be effective upon your next subscription period. If you don’t agree to the changes, you may cancel your Gathr Work Membership or Flex Desk™ at any time, but note that there are no refunds for early cancellation.

CREATING YOUR GATHRWORK MEMBERSHIP

Check your creds. The Services are available to members and guests who are at or above the legal drinking age in the jurisdiction where such member or guest is receiving such Services, unless we specify otherwise. Kindly be certain you qualify. You agree to provide us with accurate and complete information about yourself when you register with us and as you use the Services.

Passwords and remote door lock access. Don’t reveal your account password or transfer your Optix/GathrWork app login credentials or other access device or credentials to anyone else (or let them use your account), and don’t make any copies of any keys, or other means of entry to our Premises (each, an “Access Device”). You are responsible for maintaining the confidentiality of your password and security of your Access Device. You must promptly notify us if you suspect your password or Access Device has been compromised.

Linking to a company. During the registration process, you may identify a Company (defined below) with whom your profile is associated. Alternately, your individual profile may have been created by an authorized representative of your employer or other entity for which you provide services (a “Company”), and your profile will be associated with such Company. You agree that you will not falsely represent your association with any Company, impersonate any third party, or otherwise submit or present any false or misleading information to us or the GathrWork community. In the event your relationship with the Company in your profile changes or ends, you agree to promptly update your profile to reflect this, you may submit a request to do so at [email protected] If your GathrWork Membership is provided by a Company, you may lose access to the Services upon termination or change in status of your relationship with such Company. If you are an authorized representative of an entity receiving the Services, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the company account and to add and remove individual members to and from the account and (b) you have obtained all necessary consent from any applicable individuals for the creation of their accounts and the processing of individual information within and outside of the US. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

PAYING FOR YOUR GATHR WORK MEMBERSHIP

Payments. By signing up for a GathrWork Membership, Gathr Events Membership, or any other Services (including any Service Packages or Conference Room reservations) and providing your payment information, you agree to pay us the recurring or nonrecurring fees associated with the particular Services you are purchasing, as displayed to you at the time you create your account and/or sign up for the relevant Services, or as updated by us from time to time upon notice to you. You acknowledge and agree that the payment method provided by you will be automatically charged the fees and any other amounts you may incur or be liable for (including for damages caused to any of our Premises or property) in connection with the Services. Only a single payment method may be used at any given time to make payments for all Services you purchase in a single transaction. You must keep your payment information up-to-date and accurate. Recurring fees, which may include recurring membership fees (“Membership Fees”) and any other recurring fees you have agreed to in connection with the Services will be charged on the first (1st) of each month unless we notify you otherwise. Overage fees and other non-recurring fees will be charged within thirty (30) days of you accruing such fees. If payment for your Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the then-current late charge. The current late fee schedule is listed on www.gathr.work/FAQ. Your use of the Services may be immediately suspended, and eventually terminated, if we are unable to charge your payment instrument for any reason. When we receive funds from you, we will first apply the funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. The fees applicable to your account may be subject to modification from time to time, and such modifications will become effective upon your next subscription period. Your continued use of the Services following notice of any such modifications, and through the next payment date, constitutes your agreement to such modified fees. You may at any time cancel your account as set forth below if you do not agree to any modified fees.

No refunds. All fees are non-refundable. All fees must be paid in U.S. Dollars. Using and Terminating the Services

House Rules. The House Rules at the Premises on which you receive or use Services are hereby incorporated into these Terms. House Rules may be revised from time to time. In general, we expect that you will not perform any activity that is reasonably likely to be disruptive, damaging or dangerous to us, our employees or agents, other members, any guests or any other third parties or any pets or property of any of the foregoing. If you have questions about the guidelines for any of our Premises, please submit a request at [email protected]

Service Restrictions. Your GathrWork Membership, to the extent applicable, is specific to you. You cannot add additional members to your account or share your account credentials or Access Device with any other individual. Furthermore, you must not use any Services or any space you reserve or occupy in the Premises in a “retail,” “medical,” or other nature involving frequent use by or visits from members of the public.

Security. You may be required to present a valid, government-issued photo identification in order to gain access to our Premises in the event your Optix/GathrWork app is not functioning. For security purposes, we may regularly record via video certain areas of our Premises. If we deem it reasonably necessary, we may disclose information about you to satisfy applicable law, rule, regulation, legal process or government request, or to protect us, our members, or other individuals, or any of our or their property. It is your obligation to notify any of your guests about this policy.

Additional Services. Additional Services may be available to you, either in connection with specific Premises or pursuant to special or additional features, Service Packages, or other offerings. For more information about additional Services that may be available to you, please submit a request at [email protected] Additional Terms may apply to the additional Services, and to the extent you are receiving any additional Services, the applicable Additional Terms are hereby incorporated into these Terms by this reference.

Conference Room, Sound Pod and Lounge Areas. You may reserve the conference room, sound pod, and lounge areas during Premises’s Regular Business Hours on such Premises’s Regular Business Days, subject to availability of the conference room, sound pod and lounge areas. Use of our conference room and sound pod are subject to the standard fees for such Services. Such Fees are subject to change from time to time.

Mail. Subject to availability, you may elect to receive mail and packages the Premises. If you have done so, you will be assigned a mail cubby where the postal employee will deliver your mail. You must be present to sign for package delivery when signatures are required. Alternatively, you may sign a signature release consent (please request one at [email protected]) that allows any GathrWork member to sign for your deliveries. We have no obligation to store such mail or packages for more than thirty (30) days of our receipt, or if we receive mail or packages after you terminate your GathrWork Membership. This feature is meant to allow you to accept business correspondence from time to time. It is not meant for an address for the receipt of merchandise or personal goods. As such, we have no obligation to accept bulk or oversized mail or packages.

Property. We are not responsible for any property you leave behind in our Premises. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. Prior to the termination or expiration of your GathrWork Membership you must remove all of your property from the GathrWork Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in our Premises, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

Damage. You may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to our Premises and items therein caused by you or your guests, invitees or where permitted, pets.

Intellectual Property of others. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same.

Technology Release. You acknowledge that you have no expectation of privacy with respect to GathrWork’s internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those devices or systems may be monitored at any time without notice, including for security reasons and to ensure compliance with our policies, regardless of whether such activity occurs on equipment owned by you or us.

Pets. Pets are not allowed in the Premises at this time.

You and other members. We do not control and are not responsible for the actions of other members or any other third parties. If a dispute arises between members or their invitees, or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

Account termination. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Terms, or at any other time when we in our reasonable discretion see fit to do so, we may, at our sole discretion, restrict your access to your account and the Services and/or terminate your account with immediate effect and possibly without prior notice to you. In addition, we may decline to renew your subscription for any or all Services at the end of your subscription period for any reason or for no reason. You can cancel your account at any time, by submitting a request at [email protected] Please note that if your individual account was created by a Company, (a) an authorized representative of such Company may at any time terminate your individual account by contacting us, and (b) we may terminate your account, even if the Company’s account remains active, and even if you continue to be employed or engaged by such Company. Cancellation will be effective immediately upon our receipt of notice of cancellation. We do not provide refunds upon termination or cancellation of your account with respect to amounts already paid. You will remain liable for past due amounts, and we may exercise our rights to collect due payment, despite termination or expiration of your GathrWork Membership.

Advertisements. In using the Services, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Services, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.

Endorsements and Testimonials. From time to time, we may also publish testimonials by users and members related to their experiences with the Services. These testimonials are the users’ subjective opinions, and they represent individual results. We neither verify them nor claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals involved. All other testimonials and endorsements of any type, format or nature posted by users are not verified by us, and we make no warranty or representation as to their accuracy. You should be cautious when relying on any testimonials or endorsements, and you should assume the results described therein are not typical.

Use of the GATHRWORK Name; Photos of the Premises. You may not take, copy or use for any purpose the name “GathrWork” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of GathrWork property, without our prior consent.

LIMITATIONS OF LIABILITY

Waiver and Release of claims. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “GathrWork Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet (“Claims”) and release the GathrWork Parties from any such Claims. You shall and hereby do waive any law of any jurisdiction, which says in substance: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals or pets using the Services or at our Premises. You should be aware that other users or members may not be who they claim to be. We do not perform background checks on our users or members, nor do we guarantee that our users’ or members’ profiles are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or members.

We do not have liability for third party products or services. The Services may provide you with access to third party products or services. The Services may also provide you with access to advertisements from our other third party business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any third party products, services, advertisements or other materials. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Services or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for these third party services does not constitute provision of such third party services by us, and you will look solely to the applicable third party for provision of the applicable third party services and for compensation for any claims, damages, liabilities or losses you may incur in connection with such third party services.

Limitation of Liability. To the extent permitted by law, the aggregate monetary liability of any of the GathrWork Parties to you or your employees, agents, guests or invitees for any reason and for all causes of action, whether in contract, tort, breach of statutory duty, or other legal or equitable theory will not exceed the total amounts paid by you to us under these Terms for the product or service from which the claim arose in the twelve (12) months prior to the claim arising. None of the GathrWork Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption, or for the cost of any substitute goods, services or technology. You acknowledge and agree that you may not commence any action or proceeding against any of the GathrWork Parties, whether in contract, tort, breach of statutory duty, or other legal or equitable theory, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual.

  • For the avoidance of doubt, nothing in these Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.

Disclaimer of warranties and implied terms. The Services are provided “AS IS”. To the extent permitted by law, we disclaim all warranties and terms, express or implied, with respect to the Services, including warranties, terms or representations as to the availability, operation, performance and/or use of our Services, or any other materials on or accessed via the Services, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade.

Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

INDEMNIFICATION

You agree to hold us harmless. You will indemnify and hold harmless the GathrWork Parties from and against any and all claims, liabilities, damages and expenses (“Claims”) including reasonable attorneys’ fees, resulting from any breach of these Terms by you or your employees or guests, or your or their invitees or pets or any of your or their actions or omissions, and GathrWork will have sole control over the defense of any such Claims. You are responsible for the actions of and all damages caused by all persons and pets/service animals that you or your guests invite to enter any of the Premises. You shall not make any settlement that requires a material act or admission by any of the GathrWork Parties, imposes any obligation upon any of the GathrWork Parties or does not contain a full and unconditional release of the GathrWork Parties, without our written consent. None of the GathrWork Parties shall be liable for any settlement made without its prior written consent.

You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the GathrWork Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation.

GOVERNING LAW; ARBITRATION AND CLASS ACTION WAIVER

Governing Law. These Terms and the transactions contemplated hereby shall be governed by and construed under:

  • The law of the State of Massachusetts, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or Massachusetts’ or any other implementation of the Uniform Computer Information Transactions Act.

Venue. In accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Massachusetts, U.S.A.

Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.

Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.

GENERL PROVISIONS

What if some of these Terms are not enforceable? These Terms as well as our House Rules and any feature-specific guidelines, terms or rules that may be posted or provided to you constitute the entire agreement between us regarding the Services and supersedes and merges any prior proposals, understandings and contemporaneous communications. If any provision of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are held to be unenforceable, then that provision is to be interpreted either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not). If an unenforceable provision is modified or disregarded in accordance with this paragraph, the rest of these Terms and/or any feature-specific guidelines, terms or rules that may be posted or provided to you are to remain in effect as written, and the unenforceable provision is to remain as written in any circumstances other than those in which the provision is held to be unenforceable. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

Nature of these Terms. Notwithstanding anything in these Terms to the contrary, these Terms in no way shall be construed as to grant you any title, lease, easement, lien, possession or related rights in our business, Premises or anything contained in our Premises. These Terms create no tenancy interest (including any security of tenure), leasehold estate, or other real property interest. Neither party will in any way misrepresent our relationship.

OFAC. You hereby represent and warrant that you are not, nor will you be at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time.

Contacting us. If you have any questions relating to these Terms, please contact us at [email protected]

DATA CONNECTION & INTERNET ACCESS TERMS OF SERVICE

While you are at a GathrWork location, you may connect to our data network to, among other things, access the internet, the “connection.” The connection is provided by GathrWork, LLC. By using or accessing the connection, you agree to these terms of service. Please read these terms carefully.

We may revise these terms at any time. You are deemed to accept the current terms each time you use or access the connection, and it is your responsibility to review it for any changes. If you do not accept these terms of service, you may not use the connection.

ACCESS Your access to the connection is at our discretion. Your access may be blocked, suspended or terminated at any time and for any reason, including violation of these terms of service, disruption of access to other users or networks or to otherwise protect us, our users, or other third parties.

The connection is available to your device only when it is within wireless range of our access points or in your office or a conference room through an ethernet cable to a data network port. The connection is generally subject to unavailability, including by reason of emergencies, service failures, transmission, equipment or network problems or limitations, interference, signal strength, and maintenance and repair. We are not responsible for any interruptions or performance issues with the connection, or the underlying network(s), transmission equipment and systems. Network speed will vary based on your device configuration, location, compression, network congestion and other factors. You are solely responsible for any devices, software, or other materials necessary for use of the connection.

PRIVACY & SECURITY You acknowledge that no data network and internet-based communication is 100% secure, such communications could be intercepted by equipment and software and no such communication should be considered private or protected. Subject to applicable law and in accordance with our privacy policy, we also have the right, but not the obligation, to monitor, intercept and review, and disclose, without further notice, any transmissions over or use of our connection to comply with lawful process, orders, warrants or subpoenas, or to protect our rights, property and users.

PROHIBITED USES You agree not to, and are prohibited from, accessing or using (or attempting to access or use) the connection or taking any action online that violates any applicable law or regulation or that could harm us or any third party or interfere with the operation of the data network to others.

For example, among other items, you may not:

  •   	upload or transmit through the connection any (a) computer viruses, worms, spam or anything else designed to interfere with or disrupt the normal operating procedures of a computer or network; or (b) any material which is defamatory, offensive, or of an obscene nature;
    
  •   	take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure or that violates or threatens or system or network security or that of our users or any third parties, including any attempt to circumvent any restrictions imposed on your access to or use of the connection or our other websites;
    
  •   	use the connection to infringe or violate the intellectual property rights or proprietary rights of any third party;
    
  •   	share your IP address or ISP Internet connection with anyone;
    
  •   	reproduce, retransmit, disseminate, or resell the connection or authorize any other individual or entity to use the connection, whether for profit or not, without our express written permission.
    

Breaching “Prohibited Uses” may result in civil or criminal liability. We may report such breaches to relevant law enforcement authorities and co-operate with those authorities to prosecute users who violate these terms. We have the right, but not the obligation, to suspend or terminate your access and use of the connection and other services we may provide you and to block or remove any communications or materials transmitted through the connection.

ADDITIONAL DISCLAIMERS; LIABILITY LIMITATION We are providing the connection on an “as is” and “as available” basis. To the extent permitted by law, we disclaim all warranties and terms, express or implied, including warranties, terms or representations as to the availability, operation, security, performance and/or use of our services, or any other materials on or accessed via our services, or the accuracy, speed, availability or uptime of the services, network, or data, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing or course of performance. You waive any and all claims and rights against us and our affiliates, parents, and successors and each of our employees, assignees, officers, agents and directors (the “GathrWork Parties”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet, to the maximum extent permitted by applicable law. None of the GathrWork Parties will be liable to you under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You will indemnify the GathrWork Parties from and against any and all claims, liabilities, and expenses (including reasonable attorneys’ fees), resulting from any breach of this agreement by you. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law.

If you are a member, to the extent any dispute arises from the services described herein, they shall be brought in the forum, applying the law, described in the membership agreement (as may be amended by the terms thereof) signed up by you or the company with which you are affiliated. If you are not a member, to the extent any dispute arises from the services described herein, shall be resolved in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Massachusetts, U.S.A. and shall apply the law of the State of Massachusetts, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or Massachusetts’ or any other implementation of the Uniform Computer Information Transactions Act.

Last Revised March 1st, 2018

GATHRWORK MEMBER NETWORK TERMS OF SERVICE

Overview. Certain services provided by GathrWork, LLC or its current or future affiliates (together, “GathrWork”, “we” or “us”) may require that a user (“User” or “you”) register for and maintain a GathrWork Member Network (the “Member Network”) account (“Account”) to use or access such services. These Member Network Terms and Conditions (the “Network Terms”) describe your rights and obligations in connection with your use of the Member Network. Please read these Network Terms carefully, as they affect your legal rights. Among other things, these Network Terms include your agreement that except for certain types of disputes described in the “Governing Law; Arbitration and Class Action Waiver” section below, you agree that, to the maximum extent allowed by applicable law, disputes between you and us will be resolved by binding, individual arbitration, and you waive your right to participate in a class action lawsuit or class-wide arbitration. For additional information, please see the section entitled “Governing Law; Arbitration and Class Action Waiver.” If you have any questions about these Network Terms, please

Who we are. Who we are for purposes of these Network Terms is GathrWork, LLC or one or more of its current or future affiliates.

Additional policies, terms and services. You acknowledge that your use of the Member Network is also subject to our Privacy Policy. If you have any questions about our privacy practices, please contact us at [email protected] Occasionally, additional features, tools or services may be made available to you through the Member Network. Additional terms may apply to such additional services, and to the extent you are receiving any additional services, the applicable additional terms are hereby incorporated into these Network Terms. For more information about these terms of service or your use of the Member Network, contact [email protected] with the subject line “Member Network Terms of Service.”

Who you are. References to “you,” “your” and similar words in these Network Terms refer to the individual registering or registered by a primary account holder for an Account on the Member Network and therefore agreeing to be bound by these Network Terms. A company or entity member is responsible for the compliance of each of its individual members (e.g. its employees, contractors, and other service providers). If you are based outside of the United States of America (“U.S.”), by agreeing to these Network Terms, you are confirming that you are using the Member Network for business purposes and not as a consumer (as defined in Regulation 4 of the UK Consumer Contracts Regulations or similar regulations in the jurisdiction in which you are located).

What the Member Network is not. As used in these Network Terms, “Member Network” does not include, and we are not involved in or liable for, the provision of products or services by third parties (including other GathrWork Members) (“Third Party Services”) that you may encounter through the use of the Member Network or that you may elect to purchase in connection with your GathrWork membership. Third Party Services are provided solely by the applicable third party (“Third Party Service Providers”) and pursuant to separate arrangements between you and the applicable Third Party Service Providers. The Third Party Service Providers’ terms and conditions will control with respect to the relevant Third Party Services.

How we might change the Member Network or these Network Terms. The availability of the Member Network and the content and services you access or use through the Member Network are subject to change from time to time in our sole discretion, and we may change, suspend, or discontinue all or part of the Member Network at any time in our sole discretion. From time to time, we may also make modifications, deletions or additions to these Network Terms. We may also impose limits on or restrict your access to the Member Network without notice or liability. We will provide you with notice of changes to these Network Terms or to the services we provide that apply to you by emailing the last email address provided by you in your profile or by posting a notice on the Member Network. Most changes will be effective immediately upon notice. It is also your responsibility to check these Network Terms periodically for changes. If you don’t agree to the changes, you may terminate your Account, but please note that you may not be able to access many GathrWork services without a Member Network Account, and there are no refunds for early cancellation of certain GathrWork services. Your continued use of the Member Network following notification of any changes to these Network Terms constitutes acceptance of those changes, which will apply to your continued use of the Member Network going forward. Your use of the Member Network is subject to the Network Terms in effect at the time of such use.

CREATING YOUR MEMBER NETWORK ACCOUNT

Eligibility. The Member Network is available to individuals who are at least 16 years old unless we specify otherwise (including in the last section of these Network Terms), provided that you have to be at least 18 years old to use any services that require payment by you (as applicable, the “Eligibility Age”). Kindly be certain you qualify before accessing or using the Member Network in any way. No one under the Eligibility Age may access or use the Member Network or provide any personal information through the Member Network (e.g., name, address, telephone number or email address). You agree to provide us with accurate and complete information about yourself when you register for an Account and as you use the Member Network. By using or accessing the Member Network in any way, you represent and warrant that you meet the requirements in these Network Terms or as otherwise specified by us from time to time, including the Eligibility Age.

Passwords. Don’t reveal your Account password or other access credentials to anyone else (or let them use your Account), even if such other individual is associated with your Company (defined below). You are responsible for maintaining the confidentiality of your password and security of your Account. If you believe someone may have used your Account without your authorization, please change your password and contact us at [email protected] You are responsible for all actions in connection with your Account, regardless of whether you authorized such actions.

Managing Company Accounts. Only one individual from a Company will be entitled to control the Company’s account on the Member Network (“Company Account”) and designate which other individual users are associated with that Company (such individual, a “Company Representative”). If the Company has a membership with us, the Company Representative will typically be the individual identified as the “Primary Member” in the applicable GathrWork Membership agreement. If you create any Accounts for a Company or otherwise use a Company Account, you hereby warrant and represent to us that (a) you have the proper authority to create, terminate and maintain the Company Account and to add and remove individual users and members to and from the Company Account; (b) you have obtained all necessary consent from any applicable individuals for the creation of their Accounts and the processing of their individual information within and outside of the U.S. and (c) all information you provide in connection with the creation of such Accounts is accurate, complete and up-to-date. You agree to indemnify us for any loss we may suffer as a result of any breach of these warranties and representations.

GATHRWORK CONTENT

Content. The information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Member Network (collectively, “Content”) are contributed by various parts of the GathrWork community, which may include GathrWork, our partners, various third parties, and individuals employed by or otherwise affiliated with companies receiving GathrWork services (“GathrWork Member Companies”). The Content and the Member Network are protected by U.S. and international copyright laws. We and our licensors retain all proprietary rights in the Member Network and the Content made available on or through the Member Network, except that our users own their submitted User Content (defined below), and except as expressly set forth in these Network Terms, no rights are granted to any Content. As between us, GathrWork’s Content includes the name GATHRWORK and any pictures or illustrations of our locations, which may not be used for advertising, publicity or any other purpose without our prior consent.

Use of GathrWork Content. Subject to these Network Terms, we grant each user of the Member Network a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Member Network.

Restrictions on use of GathrWork Content. Please note that the license grant in the preceding section does not allow any user to download contact or other information about GathrWork Members or Member Companies made available through the Member Network, which is strictly prohibited unless authorized by the relevant Member or individual. Use, download, display, reproduction, modification, distribution or storage of any Content for purposes other than interaction with other GathrWork Members on the Member Network, in accordance with these Network Terms and our community guidelines (“Community Guidelines”), is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any GathrWork or third party right or our Community Guidelines.

Availability of Content. We do not guarantee that any Content will be made available on the Member Network. We reserve the right, but do not have any obligation to, (a) monitor, remove, edit or modify any Content, including User Content (defined below), in our sole discretion, at any time, without notice to you and for any reason or for no reason at all; (b) remove or block any Content, including User Content, from the Member Network or (c) re-post to the Member Network any Content, including User Content removed by a user (including the user who contributed such Content).

Intellectual property of GathrWork. You do not acquire any ownership rights in or to any of our intellectual property by accessing or using the Member Network. You may not take, copy or use for any purpose (a) the name “GathrWork” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property; (b) any modified, altered or similar versions of the same or (c) any pictures or illustrations of any portion of any GathrWork properties, including any properties on which GathrWork provides any services (“Premises”), for any purpose, including any competitive purposes, without our prior consent. You may not use any Content, data or other information you receive or access in connection with the Member Network to solicit any of GathrWork’s customers or partners, or other individuals or entities you encounter in connection with your use of the Member Network, in a manner that could be considered competitive or harmful to GathrWork, as determined by GathrWork in its discretion.

USER CONTENT

GathrWork’s use of User Content. By contributing, posting, submitting, or otherwise making any Content available to or through the Member Network (such content “User Content”), you hereby grant to GathrWork a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable (through multiple tiers) and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise utilize in any manner the User Content for commercial and non-commercial purposes, and to allow others to do so, in any medium now known or hereinafter developed, without any duty to notify you or provide attribution or compensation to you. You acknowledge and agree that User Content that you contribute to the Member Network may be accessible by GathrWork and other users, including after the termination of your Account, and that once you contribute User Content to the Member Network, you may not be able to remove it. We reserve the right to store, archive, repost, or otherwise make available any User Content contributed to the Member Network at any time after such User Content is contributed.

Public Content. If you post User Content to public portions of the Member Network, or portions of the Member Network that are viewable by all other users, you acknowledge and agree that such User Content (“Public User Content”) will be accessible by other individuals. You grant each Member Network user a non-exclusive, perpetual license to access your Public User Content and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Public User Content solely in connection with their use of the Member Network in accordance with these Network Terms and any other policies or guidelines made available by GathrWork.

Your stuff. The foregoing license grants do not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content (as long as they do not conflict with the license grants set forth in these Network Terms) unless you otherwise agree in writing. Similarly, except as expressly authorized in these Network Terms or by the relevant individual or entity to which the Content belongs, you may not take, copy, modify, publish, transmit, distribute, perform, display, or sell information belonging to individuals or entities.

Restrictions. In short, please don’t post User Content that (a) is inappropriate, vulgar, pornographic, criminal or the like; (b) belongs to someone else or (c) would disrupt the professional work environment, as decided by GathrWork in our discretion. To be more specific, you promise that you won’t contribute any User Content or take any action that:

  •       infringes or violates the intellectual property rights or proprietary rights of any third party (please see our DMCA copyright policy below);
    
  •       reveals any restricted, confidential or proprietary information of others, including any other party’s trade secret or private information such as another individual’s credit card number, social security number or driver’s license number, unless you own the information or have the owner’s permission to post it;
    
  •       violates any law, statute, ordinance or regulation;
    
  •       is prohibited by any employment, contractual or other legal obligation or relationship;
    
  •       promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
    
  •       bullies or advocates the stalking of or the intimidation of another person or is otherwise harmful, fraudulent, inaccurate, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable;
    
  •       harms minors in any way;
    
  •       violates the privacy of any individual or entity;
    
  •       involves spamming, the sending of mass solicitations, or any other commercial and/or sale activities without our prior written consent;
    
  •       impersonates any person or entity, including without limitation any employee or representative of GathrWork or another individual or entity receiving GathrWork services (“GathrWork Member”), or implies that any statements you make are endorsed by GathrWork, a GathrWork Member or a GathrWork Member Company, without the applicable party’s consent;
    
  •       is connected with any business that is illegal, fraudulent or otherwise inappropriate or objectionable;
    
  •       contains a virus, Trojan horse, worm, time bomb, or other harmful computer code, file, or program;
    
  •       uses any manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Member Network;
    
  •       collects email addresses or other contact information of users without their prior consent; or
    
  •       “frames” or “mirrors” any portion of the Member Network or attempts to decompile, reverse engineer, or otherwise attempt to obtain the source code of the Member Network.
    

Legal compliance; contributing Content. You represent and warrant that you have the necessary rights in your User Content to grant the rights required by these Network Terms. You understand that you are legally responsible for all of your User Content under all applicable U.S. and international laws and represent and warrant that your User Content and use of the Member Network will not violate any law or the rights of any person or entity. In some limited circumstances, authorities may seek to apply the laws, rules or regulations of other countries to you, including local laws where you live or view or contribute Content, and we cannot offer any protection, guarantee, immunity or indemnification in such situations. These Network Terms are void where prohibited by law, and the right to access the Member Network is revoked in such jurisdictions.

Intellectual property protection for other users. You must not directly or indirectly take, copy or use any information or intellectual property belonging to other members or member companies or any of their guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress or other identifiers or intellectual property, or modified or altered versions of the same.

REMOVING CONTENT

You may remove your User Content. You can remove your User Content from the Member Network at any time. Removing User Content will make your User Content no longer visible to other users of the Member Network, but (a) we may still retain your User Content, in accordance with our data retention policy and (b) third parties still may be able to access your User Content to the extent such User Content has been viewed and retained by the third parties on their respective devices. Even if you remove your User Content or terminate your Account, you agree that our license to your User Content will continue as specified in these Network Terms. If you remove User Content for which you are the initial poster, any comments to such User Content, including comments from other users, to the extent applicable, will also be removed. Please note that removing your User Content does not remove your Account profile, which may remain on the Member Network even after your Account is terminated or expires.

We may remove Content. We have no obligation to pre-screen or monitor any User Content. We also cannot guarantee that any User Content will be accurate or otherwise in compliance with these Network Terms. We may, in our discretion and without notice, edit, delete or move any submissions or any information transmitted to or from your Account, including in accordance with our Copyright Dispute Policy set forth below. We may do this at any time and for any reason. If we provide a notice indicating we have reviewed any User Content, it does not mean that we have verified the information in the User Content.

MORE ABOUT CONTENT

Informational purposes only. All Content is for general informational purposes only. We do not endorse any opinions expressed via the Member Network, and we do not represent or guarantee the truthfulness, accuracy, or reliability of any Content. You may encounter material that you find erroneous, misleading, mislabeled, offensive or otherwise objectionable. Please use common sense and proper judgment when using the Member Network or any Content or information found on or through the Member Network.

Advertisements. In using the Member Network, you may encounter advertisements from Third Party Service Providers and our other business partners, which may be targeted to you based on certain information you provide to us or that we collect based on your use of the Member Network or other GathrWork services. The types and extent of advertising are subject to change. In consideration for us granting you access to and use of the Member Network, you agree that we, such Third Party Service Providers and our other business partners may provide you with such advertising from time to time.

Endorsements and testimonials. From time to time, we may also publish testimonials by users and GathrWork Members related to their experiences with various GathrWork services or Third Party Services. These testimonials are the subjective opinions of the individuals providing such testimonials, represent individual results and are not verified by GathrWork. We do not claim that they are typical results that others will generally achieve. Names, locations, dates and other information may have been changed to protect the privacy of the individuals or entities involved. Any testimonials or endorsements of any type, format or nature posted by users may be unverified, and we make no warranty or representation as to their accuracy.

USING THE APP

License. If you download any GathrWork/Optix mobile device application (each, an “App”), then, subject to your compliance with these Network Terms, we grant you a limited, nonexclusive, nontransferable, revocable license to install and use the App on a compatible mobile device that you own or control for your use, in each case in the manner enabled by us, for so long as you remain in good standing with your applicable GathrWork membership.

Other App terms. You acknowledge and agree that you are solely responsible for data usage fees and any other fees that your wireless service carrier may charge in connection with your use of the App. As between you and us, we own all worldwide right, title and interest, including all intellectual property and other proprietary rights, in and to (a) the App; (b) all related software and technology used by us to provide App features and functionality and (c) all usage and other data generated or collected in connection with the use thereof. Except as expressly set forth herein, you agree not to license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from or otherwise make any unauthorized use of any of the foregoing. In addition, you agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas, algorithms or trade secrets of the App or any other software or technology of ours, except to the extent expressly required by applicable statutory law.

Optix Application Terms. You are accessing the Member Network via the Optix App, and the following shall apply:

  •       Both you and GathrWork acknowledge that these Network Terms are concluded between you and GathrWork only, and not with Optix, and that Optix is not responsible for any content made available through the App;
    
  •       The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Member Network for your private, personal, non-commercial use, subject to all the terms and conditions of these Network Terms as they are applicable to the Member Network;
    
  •       In the event of any failure of the App to conform to any applicable warranty, including those implied by law, you may notify Optix of such failure; upon notification, Optix’ sole warranty obligation to you will be to refund to you the purchase price, if any, of the App;
    
  •       You acknowledge and agree that GathrWork, and not Optix, is responsible for addressing any claims you or any third party may have in relation to the App;
    
  •       You acknowledge and agree that, in the event of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, GathrWork, and not Optix, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
    
  •       You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
    
  •       Both you and GathrWork acknowledge and agree that, in your use of the App, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
    
  •       Both you and GathrWork acknowledge and agree that Optix and Optix’ subsidiaries are third party beneficiaries of these terms, and that upon your acceptance of these terms, Optix will have the right (and will be deemed to have accepted the right) to enforce these terms against you as the third party beneficiary hereof.
    

ACCOUNT TERMINATION

Member Network Accounts for GathrWork services; termination. A Member Network Account is required to access and use most GathrWork services, so you may not be able to terminate your Member Network Account while you intend to continue receiving such services, such as, reserving conference rooms, registering guests, etc. In the event that you do want to terminate your Member Network Account, you acknowledge and agree that you are giving up your ability to access and use any GathrWork services requiring a Member Network Account. You can terminate your Member Network Account by emailing [email protected], or, if the option is available to you, deactivating your Member Network Account through the App.

Termination of an Account linked to a Company. If your Account was created by a Company, (a) an authorized representative of such Company may at any time terminate your Account by contacting us and (b) we may terminate your Account, in our discretion, even if the Company’s Company Account remains active, and even if you continue to be employed or engaged by such Company. Account termination or cancellation by a Company will be effective immediately upon our receipt of notice of such termination or cancellation.

Termination by us. If you fail, or if we suspect that you have failed, to comply with any of the provisions of these Network Terms or any other GathrWork policies, rules or guidelines, or at any other time when we in our discretion see fit to do so, we may, at our sole discretion, restrict your access to your Account and the Member Network and/or terminate your Account or your membership with immediate effect and possibly without prior notice to you. If your GathrWork membership or your Company’s GathrWork membership expires or is terminated, and you do not enter into a different GathrWork membership, either directly or through another Company, we may terminate your Member Network Account, as well as all other accounts associated with you or your business, if any.

Effect of termination. Please note that unless we decide to remove your previously contributed User Content, your User Content and the information from the profile associated with your Account, including the profile itself, may remain publicly available and attributable to you, even after the termination of your Account.

DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

Limits. For the avoidance of doubt, nothing in these Network Terms will exclude our liability for (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation or (c) any breach of any implied terms which cannot lawfully be excluded.

Waiver and release of claims. The Member Network is provided “AS IS”. To the extent permitted by law, GathrWork and our affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “GathrWork Parties”) (a) disclaim all warranties and terms, express or implied, with respect to the Member Network, including warranties, terms or representations as to the availability, operation, performance and/or use of the Member Network, or any other services, Content or materials on or accessed via the Member Network, including any warranties or terms of merchantability, fitness for a particular purpose, title, non-infringement and any implied warranties, terms or indemnification arising from course of dealing, course of performance or usage in trade and (b) will not be liable for any indirect, special, incidental, exemplary, punitive or consequential damages, business interruption or loss of profits, or damages for lost time, goodwill or data, even if advised of the possibility of such damages and regardless of the form of action, whether in contract, tort, strict liability or otherwise. To the extent permitted by law, you, on your own behalf and on behalf of your employees, agents, guests and invitees, (i) waive any and all claims, liabilities, costs, damages, expenses and rights, including reasonable attorneys’ fees (“Claims”) against the GathrWork Parties resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet and (ii) release the GathrWork Parties from any such Claims. You shall and hereby do waive California Civil Code Section 1542 or any other similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that 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 affected his settlement with the debtor.”

We are not liable for actions of other individuals. We do not control and are not responsible for the actions of other individuals you encounter through the Member Network. You should be aware that other users or GathrWork Members may not be who they claim to be. We do not perform background checks on our users or GatrhWork Members nor do we guarantee that our users’ or any GathrWork Members’ profiles or Account information are accurate. We do not endorse, support or verify the facts, opinions or recommendations of our users or any GathrWork Members. If a dispute arises between users, we shall have no responsibility or obligation to participate, mediate or indemnify any party.

We do not have liability for third party products or services. The Member Network may provide you with access to products, services or advertisements provided by Third Party Service Providers or our other business partners. We are not responsible for the content of these advertisements or any links, products, services or other materials relating to any products, services, advertisements or other materials provided by Third Party Service Providers. In no event will we be liable, directly or indirectly, to anyone for any damage or loss relating to any use of or reliance on any advertisement on the Member Network or any products, services or other materials relating to any advertisement. You agree that our making available access to or discounts for any Third Party Services does not constitute provision of such Third Party Services by us, and you will look solely to the applicable Third Party Service Provider for provision of the applicable Third Party Service and for compensation for any claims, damages, liabilities or losses you may incur in connection with such Third Party Service.

Exclusions. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the exclusions and limitations above may not apply to you. In such event, such exclusions and limitations shall apply to the maximum extent allowed under applicable law. . INDEMNIFICATION

You agree to hold us harmless. To the extent permitted by law, you will indemnify and hold harmless the GathrWork Parties from and against any and all Claims resulting from any breach of these Network Terms by you or your employees or guests, or your or their agents or invitees or any of your or their actions or omissions, and GathrWork will have sole control over the defense of any such Claims. You shall not make any settlement that requires a material act or admission by any of the GathrWork Parties, imposes any obligation upon any of the GatrhWork Parties or does not contain a full and unconditional release of the GathrWork Parties, without our written consent. None of the GathrWork Parties shall be liable for any settlement made without its prior written consent. You agree to cooperate with us. From time to time, we may investigate any actual, alleged or potential violations of these Network Terms. You agree to cooperate fully in any of these inquiries. You waive any and all rights against the GathrWork Parties, and agree to hold them harmless in connection with any claims relating to any action taken by us as part of our investigation. GOVERNING LAW; ARBITRATION AND CLASS ACTION WAIVER

What governing law applies to these Terms? These Network Terms and any matters directly and exclusively related to the Member Network shall be governed by and construed under the applicable laws described below. Any matters otherwise related to your membership, shall be governed by the governing law set forth in the membership agreement or terms of service entered into by you or the company with which you are affiliated.

  •       If you are based in the U.S., the law of the State of Massachusetts, U.S.A. and the United States without regard to conflicts of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods or Massachusetts’ or any other implementation of the Uniform Computer Information Transactions Act.
    
  •       If you are based outside of the U.S., the law the United States of America, without regard to conflicts of laws provisions thereof.
    

Where will disputes be settled? Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, or at law, or the breach, termination or invalidity of these Terms, that cannot be settled amicably by agreement of the parties to these Terms shall be finally settled:

  •       If you are based in the U.S., in accordance with the arbitration rules of JAMS then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Boston, Massachusetts, U.S.A.
    
  •       If you are based outside of the U.S., in accordance with the International Chamber of Commerce commercial arbitration rules then in force, by one or more arbitrators appointed in accordance with said rules. The place of arbitration shall be Boston, Massachusetts.
    

Proceedings; Judgment. The proceedings shall be confidential and in English. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. In any action, suit or proceeding to enforce rights under these Terms, the prevailing party shall be entitled to recover, in addition to any other relief awarded, the prevailing party’s reasonable attorneys’ fees and other fees, costs and expenses of every kind in connection with the action, suit or proceeding, any appeal or petition for review, the collection of any award or the enforcement of any order, as determined by the arbitrator(s) or court, as applicable. These Terms shall be interpreted and construed in the English language, which is the language of the official text of these Terms.

Class Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person's account, if we are a party to the proceeding. You are giving up your right to participate as a class representative or class member on any class claim you may have against us including any right to class arbitration or any consolidation of individual arbitrations.

MISCELLANEOUS

Entire Agreement. These Network Terms as well as the Community Guidelines and any feature-specific or other guidelines, terms or rules that may be posted or provided to you by GathrWork and related to the Member Network constitute the entire agreement between us regarding the Member Network and supersedes and merges any prior proposals, understandings and contemporaneous communications.

What if some of these terms of service are not enforceable? If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver. The failure of either party to enforce its rights under these Terms at any time for any period will not be construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy.

Relationship of the parties. You and we are independent contractors, and no agency, partnership, or joint venture relationship is intended or created by these Network Terms.

OFAC. You hereby represent and warrant that (i) you are not, nor will be, at any time while you are a member, an entity or individual listed on the Specially Designated Nationals and Blocked Persons List published by the U.S. Department of Treasury, as updated from time to time and (ii) you will not, at any time while you are a member, engage in any activity under this Agreement, including the use of Services provided by GathrWork in connection with this Agreement, that violates applicable U.S. economic sanctions laws or causes GathrWork to be in violation of such U.S. economic sanctions laws.

Anti-Corruption/Anti-Money Laundering. You hereby represent and warrant that you (a) are familiar with and understand the provisions of all applicable anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the U.K. Bribery Act of 2010 (“UKBA”), and any other similar laws (collectively, “Anti-Bribery Laws”), to the extent applicable, and (b) are in compliance with the terms of such Anti-Bribery Laws as well as any provisions of related local law and any GathrWork policy and procedures related to Anti-Bribery Laws, to the extent applicable. You agree to not violate or knowingly let anyone, including but not limited to your officers, directors, employees, agents or subsidiaries, violate the Anti-Bribery Laws in connection with any business you conduct or provide related to the Member Network or GathrWork’s services. Upon GatrhWork’s request, you agree to provide written certifications of your Anti-Bribery Laws compliance and assist GathrWork with an investigation into any potential violation of such laws.

Interpretation. The section and paragraph headings in these Network Terms are for convenience only and shall not affect their interpretation. Any use of “including” “for example” or “such as” in these Terms shall be read as being followed by “without limitation” where appropriate.

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

Survival. Even after your access to the Member Network is terminated, or your use of the Member Network discontinues, certain of these Terms will remain in effect. All terms that by their nature may survive termination of these Terms shall be deemed to survive such termination. All sections herein shall also survive any termination or expiration of these Terms.

Publicity. You grant us permission to use your name, trademark and/or logo to identify you as a Member of GatrhWork, alongside those of other Members, on a public-facing “Membership” display on our www.Gathr.Work website. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use.

How can you notify us? If you have any questions, complaints, or claims with respect to the Member Network, you may contact us at [email protected]

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