Terms of Service Agreement

This Terms of Service Agreement ("Agreement") is for Customers and Contractors (defined below) ("You" as applicable), and governs Your use of the Flexile platform (the "Platform"), which provides managed services for companies ("Customers") engaging independent, professional contractors ("Contractors") to provide services for them. Accepting the terms and conditions of this Agreement will allow Customers and Contractors to use the Platform in the manner set forth herein. To engage a Contractor (if You are a Customer), or be engaged by a Customer (if You are a Contractor), as applicable, to provide Contractor Services (defined below), Customer and Contractor must also agree to the terms of a separate independent contractor agreement (the "IC Agreement").

TO ACCESS AND USE THE FLEXILE PLATFORM, YOU MUST REVIEW AND ACCEPT THE TERMS OF THIS AGREEMENT BY CLICKING BY CLICKING THE "CONTINUE" BUTTON DURING THE SIGNING UP PROCESS.. ONCE ACCEPTED, THIS AGREEMENT BECOMES A BINDING LEGAL COMMITMENT BETWEEN YOU AND GUMROAD, INC. ("GUMROAD"). YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH GUMROAD, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT ON BEHALF OF THE CUSTOMER OR CONTRACTOR (AS APPLICABLE) YOU HAVE NAMED AS THE USER (AND, IF YOU ARE ENTERING INTO THIS AGREEMENT AS A REPRESENTATIVE, AGENT OR EMPLOYEE THEREOF NAMED AS USER, YOU HAVE THE RIGHT TO BIND THAT COMPANY TO THE TERMS OF THIS AGREEMENT). THE TERM "YOU" REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTER. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CLICK THE "I ACCEPT" BUTTON.

DEFINITIONS. The following terms shall have the meanings set forth below. Capitalized terms not defined in this Section shall have the meanings assigned to them where used in this Agreement.
"Contractor" means an individual or entity that provides Contractor Services to Customer.
"Contractor Fees" means the compensation Customer owes to Contractor for Contractor Services.
"Contractor Services" means services Contractor provide to Customer.
"Customer" means an entity that uses the Services to contract with and pay for Contractor Services.
"Confidential Information" means all written or oral information, disclosed by or on behalf of either Gumroad or You to the other that has been identified as confidential or that by the nature of the information or circumstances surrounding disclosure would be reasonably understood to be confidential or proprietary.
"Flexile Fees" means the compensation Customer owes to Gumroad for the Services as set forth on this [Pricing Page] and on the Platform, which Gumroad may revise Gumroad from time to time by providing notice to Customer on the Platform.
"Services" means the services provided by Gumroad whereby Customer can engage and pay Contractor(s) for services.
"Users" means users of the Services and includes both Customer and Contractor.
SERVICES. The Services act as a platform whereby Customer and Contractor can engage with one another for the provision of Contractor Services. Subject to the terms and conditions set forth in this Agreement, Gumroad will use commercially reasonable efforts to provide You with access to the Services. If You are a Customer, You can submit to Gumroad the Contractor(s) You are seeking to engage, via email at [email address] or through the proper functionality on the Gumroad Platform (each, a "Submission"). Gumroad reserves the right to refuse Submissions at any time. Submissions must be expressly accepted by Gumroad. If You are a Contractor, You must also accept and abide by the terms and conditions of this Agreement for a Submission naming You by the Customer to be accepted. You must provide all equipment and software necessary to connect to the Services.
RESTRICTIONS. You will not, and will not permit any Permitted User or third party, to directly or indirectly (a) use the Services to provide services to third parties or otherwise provide access to the Services to third parties; (b) modify any documentation, or create any derivative product thereof; (c) assign, sublicense, sell, resell, lease, rent, or otherwise transfer or convey, or pledge as security or otherwise encumber Gumroad’s rights under this Section; (d) harvest, collect, gather or assemble information or data regarding other Users without their consent; or (e) use the Services or any information or data received through or in connection with the Services in a manner that (i) may infringe or violate the intellectual property or other rights of any individual or entity, including without limitation the rights of publicity or privacy; (ii) may violate applicable laws or governmental regulations; (iii) is unlawful, threatening, abusive, harassing, misleading, false, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, profane or racially, ethnically, or otherwise discriminatory; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (v) impersonates any person or entity, including any employee or representative of Gumroad; (vi)interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by this Agreement; or (vii) attempts to engage in or engages in, any potentially harmful acts that are directed against the Services.
RELATIONSHIP WITH GUMROAD. Gumroad merely makes the Services available to enable Customer and Contractor to transact directly with each other. Through the Services, Customer and Contractor are able to enter into an agreement between one another for the provision of, and payment for, Contractor Services. Additionally, if Customer opts to use any external or custom legal documents for onboarding or engaging Contractors, Customer acknowledges that Gumroad shall not be liable for any claims, liabilities, or damages arising from or related to such documents.
ACCOUNTS.
1. Registration. Use of and access to the Services may require registration of an account for the Services ("Account"). In registering an Account, You agree to (a) provide true, accurate, current and complete information ("Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You agree not to provide any false or misleading information about Your identity or location or business, and to correct any such information that is or becomes false or misleading. You acknowledge and agree that Registration Data may be shared with other Users in connection with the Services, and You hereby grant Gumroad a non-exclusive, worldwide, royalty free right and license to use, display, perform, transmit, and otherwise exploit Your Registration Data in connection with the Services. For further information about Gumroad’s collection, use and sharing of Your personal information, please refer to Gumroad’s Flexile Platform privacy statement available at[add link]. You are responsible for all activities that occur under Your Account and may not share Account or password information with anyone. You agree to notify Gumroad immediately of any unauthorized use of Your password or any other breach of security. If You provide any information that is untrue, inaccurate, not current or incomplete, or Gumroad has reasonable grounds to suspect that any information You provide is untrue, inaccurate, not current or incomplete, Gumroad has the right to suspend or terminate Your Account and refuse any and all current or future use of the Services (or any portion thereof). Customers may not have more than one Account at any given time. You may not create an Account or use the Services if You have been previously banned from the Services. Gumroad reserves the right to decline a registration to join Gumroad or to add an Account type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
2. Account Verification. When You register for an Account and from time to time thereafter, Your Account will be subject to verification, including, but not limited to, validation against third-party databases or verification of one or more official government or legal documents that confirm Your identity, location, and ability to act on behalf of Your business. You authorize Gumroad, directly or through third parties, to make any inquiries necessary to validate Your identity, location, and ownership of Your email address or financial accounts, subject to applicable law. When requested, You must timely provide Gumroad with complete information about You and Your business, which includes, but is not limited to, providing official government or legal documents.
3. Permitted Users. By granting any individuals or entities permission under Your Account (a "Permitted User"), You represent and warrant that (a) the Permitted User is authorized to act on Your behalf, and (b) You are fully responsible and liable for any action of any Permitted User and any other person who uses the Account. If any such Permitted User violates the terms of this Agreement, it may affect Your ability to use the Services.
OWNERSHIP.
1. Gumroad. Gumroad and its suppliers own all rights, title and interest in the Services; all information and materials provided by or on behalf of Gumroad to You in connection with the Services (excluding User Content); and Gumroad’s trademarks, and all related graphics, logos, service marks and trade names used on or in connection with the Services (collectively, "Gumroad IP"). Gumroad reserves all rights in Gumroad IP not expressly granted herein.
2. User Content. You own all rights, title and interest in, and You hereby grant Gumroad a fully paid, royalty-free, worldwide, non-exclusive right and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, any information, data, text, software, and/or other materials provided by or on Your behalf to Gumroad in connection with the Services (collectively, "User Content") for the purposes of operating and providing the Services to You and other Users. You are solely responsible for Your User Content, including the accuracy thereof, and for any legal action that may be instituted by other Users or third parties as a result of or in connection with Your User Content.
3. Feedback. You hereby grant to Gumroad 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 or non-commercially exploit in any manner (a) any and all feedback, suggestions, or ideas related to the Services or Gumroad’s products, services, or business provided by You (collectively, "Feedback") and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of the Services and/or Gumroad’s business and (b) any feedback, suggestions, ideas, responses, comments, information, and data, including survey responses, provided by You or on Your behalf related to any Contractor Services or other Users ("Service Assessments"), and to sublicense the foregoing rights, in connection with the operation, maintenance, and improvement of the Services and/or Gumroad’s business, provided that Gumroad shall not share any Service Assessments with any third parties in a manner that identifies You by name.
INVESTIGATIONS. Although Gumroad does not generally monitor User activity occurring in connection with the Services or Contractor Services, if Gumroad becomes aware of any possible violations by any Users of any terms between Gumroad and its Users, Gumroad reserves the right, but has no obligation, to investigate such violations. If, as a result of the investigation, Gumroad believes that criminal activity has occurred, Gumroad reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Gumroad is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in connection with the Services, including User Content or Registration Data, in Gumroad’s possession in connection with Your use of the Services, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement; (iii)respond to any claims that Your content, acts, or omissions violates the rights of third parties; (iv) respond to requests for customer service; or (v) protect the rights, property or personal safety of Gumroad, its Users or the public, and all enforcement or other government officials, as Gumroad in its sole discretion believes to be necessary or appropriate.
INTERACTIONS WITH OTHER USERS. You are solely responsible for Your interactions with other Users and any other parties with whom You interact; provided, however, that Gumroad reserves the right, but has no obligation, to intercede in such disputes. You agree that Gumroad will not be responsible for any liability incurred as the result of such interactions. While Gumroad may, in Gumroad’s sole discretion, help facilitate the resolution of disputes through various programs, Gumroad has no control over and does not guarantee the existence, quality, safety or legality of Contractor Services; Customer’s ability to procure services; Contractor’s ability to provide Contractor Services; or that a Customer and Contractor will actually complete a transaction.
FEES.
1. IC AGREEMENTS; FEES. Customer and its Contractor(s) must enter into an IC Agreement for Contractor Services. When You enter into an IC Agreement, You agree to use the Services: (a) if you are a Customer, to pay any Flexile Fees You owe under this Agreement and any Contractor Fees You owe under the IC Agreement; and (b) if you are a Contractor, to receive any Contractor Fees you are owed under the IC Agreement. All Contractor Fees must be paid and received through the Services in accordance with the terms of this Agreement and the IC Agreement.
2. Payment. Customer is responsible for making all Flexile Fees, or Contractor Fees, as applicable, in the amounts and on the schedule agreed to (a) via the Dashboard or such other method specified by Flexile (with respect to the Flexile Fees), and (b) with Contractor in the IC Agreement (with respect to the Contractor Fees), and as set forth herein. Gumroad will remit to Contractor the Contractor Fees within thirty (30) days of actually receiving payment from Customer. Gumroad shall not be responsible for payment of any amounts not actually received by Gumroad, or for any chargebacks, deductions, errors, or other payment disputes or issues, provided that Gumroad reserves the right to offset or deduct amounts owed to Gumroad, or for chargebacks, deductions, errors, or other payment issues, from amounts received by Gumroad hereunder.
3. Expenses. Gumroad shall not be responsible for any expenses incurred by You in connection with any Contractor Services. If Customer agrees to reimburse Contractor for expenses incurred ("Expenses"), such reimbursement will be handled directly between Customer and Contractor in accordance with the terms set forth in the applicable IC Agreement; provided that Expenses shall only include amounts actually paid by Contractor to third parties for products and services required for Contractor’s provision of the Contractor Services. All other amounts paid to Contractor shall be considered Contractor Fees and must be paid through the Services. Gumroad reserves the right to require You to provide receipts and other documentation for any Expenses.
4. No Refunds; Non-Payment. All Fees and other amounts paid hereunder are nonrefundable. Furthermore, Gumroad reserves the right to seek reimbursement from You, and You will reimburse Gumroad, if Gumroad (a) suspects fraud or criminal activity associated with any payment; (b) discovers erroneous or duplicate transactions; or (c) receives any chargebacks from a payment method.
5. Withholding Taxes. The amounts paid under this Agreement do not include any taxes or withholdings ("Taxes") that may be due in connection with any Services provided under this Agreement. If Gumroad determines it has a legal obligation to collect Tax from You in connection with this Agreement, Gumroad shall collect such Tax in addition to the amounts required under this Agreement. If any Services, or payments for any Services, under the Agreement are subject to Tax in any jurisdiction and You have not remitted the applicable Tax to Gumroad, You will be responsible for the payment of such Tax and any related penalties or interest to the relevant tax authority and will indemnify Gumroad Parties for any liability or expense incurred. Upon Gumroad’s request, You will provide official receipts issued by the appropriate taxing authority, or such other evidence or documents reasonably requested.
6. Other Taxes. You (Contractor)acknowledge and agree that You are solely responsible (a) for all tax liability associated with payments received from Customer and through Gumroad, and that Gumroad will not withhold any taxes from payments to You; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that You are not covered by or eligible for any insurance from Gumroad; (c) for determining whether You are required by applicable law to issue any particular invoices for the Contractor Fees and for issuing any invoices so required; (d) for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Contractor Fees to You, and You agree to do so in a timely manner; and (e) if outside of the United States, for determining if Gumroad is required by applicable law to withhold any amount of the Contractor Fees and for notifying Gumroad of any such requirement and indemnifying Gumroad for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). Gumroad may report the Contractor Fees paid to Contractor by filing Form 1099-MISC with the Internal Revenue Service as required by law. In the event of an audit of Gumroad, You agree to promptly cooperate with Gumroad and provide copies of Your tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing You are engaging in an independent business as represented to Gumroad. You further acknowledge, agree, and understand that: (i) You are not an employee of Gumroad and are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance).
7. Records. You will create and maintain records to document satisfaction of obligations under this Agreement and provide copies of such records to Gumroad upon request.
CONFIDENTIAL INFORMATION.
1. Between Gumroad and You. Gumroad and You each agree as follows: (a) to use Confidential Information disclosed by the other party only for the purposes expressly permitted herein; (b) that such party will not reproduce Confidential Information disclosed by the other party, and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (c) that neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (d) to restrict access to the Confidential Information disclosed by the other party to such of its personnel, agents, and/or consultants, who have a need to have access and who have been advised of, and have agreed in writing to treat such information in accordance with, the terms of this Agreement; and (e) to the extent practicable, return or destroy all Confidential Information disclosed by the other party that is in its possession upon termination or expiration of this Agreement. Both parties agree that all items of Confidential Information are proprietary to the disclosing party, and as between the parties, will remain the sole property of the disclosing party.
2. Confidentiality Exceptions. Notwithstanding the foregoing, the provisions of Section 10.1 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed; (b) is or becomes publicly available or enters the public domain through no fault of the recipient; (c) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (d) is already rightfully in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (e) is independently developed by the recipient without use of or reference to the other party’s Confidential Information; or (f) is approved for release or disclosure by the Disclosing party without restriction. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party (to the extent legally permitted) and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.
NO SOLICITATION. You may not use the Services to solicit for any other business, website or services. You may not solicit, advertise for, or contact Contractors for employment, contracting, or any other purpose not related to the Services.
NON-CIRCUMVENTION.
1. Non-Circumvention. You acknowledge and agree that a substantial portion of the compensation Gumroad receives for providing the Services is collected through the Service Fee described in this Agreement. Gumroad only receives this Service Fee when a Customer and a Contractor pay and receive payment through the Services. Therefore, during the term of this Agreement, You agree to use the Services as Your exclusive method to make, or receive, as applicable, all payments for work directly or indirectly between You and a Contractor (if You are a Customer), or You and a Customer (if You are a Contractor).
2. Restrictions. You agree not to circumvent the payment process managed by Gumroad in connection with the Services. Without limiting the generality of the foregoing, You agree not to: (a) as applicable, invoice or receive payment for Contractor Services outside the Services; or (b) invoice or report on the Services a payment amount lower than that actually agreed (including with respect to allocations between Contractor Fees and Expenses). You shall notify Gumroad immediately upon becoming aware of a breach or potential breach of this non-circumvention provision.
INDEMNIFICATION. You agree to defend, indemnify and hold Gumroad, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a"Gumroad Party" and collectively, the "Gumroad Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) User Content; (b)Your use of the Services; (c) Your violation of the Agreement or of any rights of another party, including any other Users; or (d)Your violation of any applicable laws, rules or regulations. Gumroad reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Gumroad in asserting any available defenses. For purposes of this Section 13, You includes any of Your agents or any person who has apparent authority to access or use Your Account.
DISCLAIMER OF WARRANTIES.
1. As Is. YOUR USE OF THE SERVICES AND PARTICIPATION IN ANY TRANSACTIONS OR ARRANGEMENTS MADE IN CONNECTION THEREWITH ARE AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. GUMROAD PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THE GUMROAD PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT THE SERVICES OR ANY SERVICES OBTAINED OR TRANSACTIONS MADE IN CONNECTION THEREWITH WILL MEET YOUR REQUIREMENTS.
2. Third Parties or Other Users. YOU ACKNOWLEDGE AND AGREE THAT GUMROAD PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GUMROAD PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICES.
3. Compliance with Laws. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLEY RESPONSIBLE FOR YOUR COMPLIANCE WITH APPLICABLE LAWS, INCLUDING APPLICABLE PRIVACY AND DATA PROTECTION LAWS, IN YOUR USE OF THE SERVICES AND IN ANY TRANSACTIONS OR ARRANGEMENTS MADE BY YOU IN CONNECTION THEREWITH. WITHOUT LIMITATION TO THE FOREGOING, YOU (CUSTOMER) ARE SOLEY RESPONSIBLE FOR SATISFYING ANY OBLIGATIONS TO WHICH YOU MAY BE SUBJECT UNDER APPLICABLE LAWS TO (A) PROVIDE PRIVACY OR OTHER TRANSPARENCY NOTICES TO CONTRACTORS; AND (B) TO ENTER INTO ANY DATA PROCESSING OR OTHER SIMILAR AGREEMENTS IN RESPECT OF CONTRACTORS’ PROCESSING OF PERSONAL DATA ON YOUR BEHALF.
LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL GUMROAD PARTIES BE LIABLE TO YOU UNDER THIS AGREEMENT AND THE ENGAGEMENT AGREEMENT, COLLECTIVELY, FOR (a) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT GUMROAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS, ON ANY THEORY OF LIABILITY, OR (b) ANY AMOUNTS THAT ARE GREATER THAN THE TOTAL AMOUNT PAID TO GUMROAD BY CUSTOMER DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GUMROAD AND YOU.
TERM AND TERMINATION.
1. Term. The Agreement commences on the Effective Date and remain in full force and effect until terminated by either party in accordance with this Agreement.
2. Termination for Breach. Either party may terminate this Agreement upon written notice to the other party if the other party breaches this Agreement and does not cure such breach within fifteen (15) days of receiving notice thereof. Furthermore, without limiting Gumroad’s other rights or remedies, Gumroad may, but is not obligated to, temporarily or indefinitely revoke access to the Services,
3. Termination for Convenience. Gumroad may terminate this Agreement for its convenience at any time for any reason or no reason at all by providing You with at least thirty (30) days prior written notice.
4. Effect of Termination. Termination of this Agreement does not terminate or otherwise impact any IC Agreement entered into between Customer and Contractor. If this Agreement is terminated while one or more open IC Agreements are in effect, You agree (a) You will continue to be bound by this Agreement until all such IC Agreements are closed or end (in accordance with their terms); (b) Gumroad will continue to perform the Services necessary to complete any open transaction between Customer and Contractor(s); and (c) Customer will continue to be obligated to pay any amounts owed under the Agreement. Any provisions that by their nature would be expected to survive any termination or expiration of this Agreement will survive such termination or expiration.
5. Notification. If Gumroad decides to temporarily or permanently close Your Account, Gumroad has the right where allowed by law but not the obligation to: (a) notify other Users that have entered into IC Agreements with You to inform them of Your closed account status, and (b) provide those Users with a summary of the reasons for Your account closure. You agree that Gumroad will have no liability arising from or relating to any notice that it may provide to any User regarding closed account status or the reason(s) for the closure.
RELEASE. Gumroad expressly disclaims any liability that may arise between Users. Because Gumroad is not a party to the actual contracts between Customers and Contractors, in the event that You have a dispute with one or more Users, You release Gumroad, its parents, subsidiaries, affiliates, officers, employees, investors, agents, partners and licensors, but excluding any Users (collectively, the "Gumroad Parties") from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. You hereby waive California Civil Code Section 1542, or any similar law of any other jurisdiction which states in substance, "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
DISPUTE RESOLUTION. All claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in San Francisco, CA. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California, consistent with the Federal Arbitration Act, without giving 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 Agreement.
CONSTRUCTION. Section headings are included in this Agreement merely for convenience of reference; they are not to be considered part of this Agreement or used in the interpretation of this Agreement. When used in this Agreement, "including" means "including without limitation." No rule of strict construction will be applied in the interpretation or construction of this Agreement.
GENERAL PROVISIONS. The Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by You without Gumroad’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Gumroad and You. Gumroad shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, natural disasters, disease, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. You may give notice to Gumroad at the following address: [email protected]. Such notice shall be deemed given when received by Gumroad by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.