The provision of the GatherUs platform and related services to you (the Client, also referred to as the Event Organiser) is subject to your acceptance of these GatherUs Terms of Service (the “ToS”). When the Services are accessed or used by the Client or when Client otherwise indicates acceptance of these ToS, these ToS form a legally binding contract between the Client and GatherUs. If you are entering into these ToS on behalf of an entity, such as your employer, or the company you work for, you represent and warrant that you have the legal authority to bind such entity, in which case the terms “you,” “your”, “Client”, or a related capitalized term herein will refer to such entity. GatherUs and the Client may be referred to together as the Parties, and separately as a Party.

The ToS is a contract that governs Clients’ use of Services and includes all additional terms and documents incorporated herein by reference, including the following:

Any relevant Order Form;
Data Sharing Agreement (controller-to-controller) https://gatherus.today/legal/data-sharing-agreement/ and, where GatherUs processes personal data on the Client’s documented instructions, the Data Processing Agreement https://gatherus.today/legal/data-processing-agreement/;
Privacy Policy https://gatherus.today/legal/privacy-policy/;
The Consumer Addendum (applicable only where the Client is a Consumer Client as defined therein).

For the avoidance of doubt: End Users are not parties to this ToS. End Users’ access to the platform is governed by the EULA concluded directly between GatherUs and each End User.

By registering for, purchasing access to, accessing, and/or using the Services or otherwise indicating assent, you represent and warrant that you have read, understood, and agree to be bound by these ToS. If you do not agree to be bound by these ToS, do not access or use the Services.

GatherUs is provided by: (i) for Clients in the European Economic Area, the United Kingdom and Switzerland — CIC International B.V., Stationsplein 45, 3013 AK Rotterdam, the Netherlands, registered with the Dutch Chamber of Commerce (KvK) under no. 65212142; and (ii) for all other Clients — CIC Venture Cafe Global Institute, Inc., 1 Broadway, 14th Floor, Cambridge, MA 02142, USA. Any references to GatherUs should be understood as references to the applicable contracting entity, determined by the Client’s registered address at the time of the Order.

I. DEFINITIONS

App means the software as a service and other software services identified in the Order Form and associated Support Services and Updates thereto.
Billing Cycle means recurring billing period for which the subscription fee is charged. The Billing Cycle may be monthly or yearly, depending on the subscription plan selected by the User. The subscription fee is charged in advance for each Billing Cycle.
Confidential Information means any information, regardless of form, proprietary to or maintained in confidence by either Party, including, without limitation, any Client Data, information, technical data or know-how relating to discoveries, ideas, inventions, software, designs, specifications, processes, systems, diagrams, research, development, business plans, strategies or opportunities, and information related to finances, costs, prices, suppliers, vendors, Clients and employees which is disclosed by a Party or on its behalf whether directly or indirectly, orally, visually, or in writing, to the other Party or any of its employees or agents.
Client means any organization or person who uses the App to manage or host Events (the event organiser).
Client Data means any materials, information, data, code, content, and other information that Client, or its employees or agents, collect (or which GatherUs collects on behalf of Client from End Users or others) or transmit to GatherUs via an App, or via another medium for display or transmission via the Services.
Data Sharing Agreement means the controller-to-controller data sharing agreement between GatherUs and the Client concerning personal data processed in connection with the Client’s Events https://gatherus.today/legal/data-processing-agreement/.
Documentation means the user documentation for the App made available by GatherUs from time to time.
Effective Date means the date the applicable Order Form is executed by both Parties.
End User means an individual who accesses or uses an instance of the App made available by a Client, including to register for, attend, speak at, exhibit at or otherwise participate in an Event.
EULA means the GatherUs End User Terms concluded directly between GatherUs and each End User, available at https://gatherus.today/legal/end-user-license-agreement/.
Event means a conference, gathering or other event organised, hosted or managed by a Client using the App.
Event Rules means the eligibility and admission conditions, code of conduct or other rules that a Client adopts for its Event(s) and presents to End Users for acceptance.
GatherUs Content means the information, documents, software, products, and services contained or made available to Client while using an App.
Order means a subscription order for the Services made through the GatherUs website https://gatherus.today/or through an Order Form.
Order Form means a document, executed by the Parties, which incorporates by reference the ToS, and describes order-specific information, such as a description of the ordered Services.
Payment Method means a current, valid payment method accepted by the payment provider(s) designated by GatherUs.
Services means making the App and the GatherUs Content available to the Client.
Support Services means technical support services provided when agreed in the applicable Order Form.
Subscription Term means the period during which Client is authorized to use the App pursuant to an Order Form.
Update(s) means a new version of the App. An Update may include subsequent releases, excluding developed materials, and bug fixes, patches, error corrections, minor and major releases, non-new platform changes, or modifications or revisions that enhance existing performance, but an updates generally excludes new products, modules or functionality for which GatherUs generally charges a separate fee (which are and will remain the sole and exclusive property of GatherUs).

II. USE OF SERVICES

This ToS governs the provision of Services by GatherUs to the Client for the Subscription Term. The Client can order Services by executing an Order Form with GatherUs or by purchasing the Services through the GatherUs website [https://gatherus.today/. In each case, this ToS shall apply.
As part of the Services, GatherUs provides the Client with access to the App. Unless otherwise specified in the Order Form, provision of the App as part of the Services shall include only creating an instance of the App within the shared hosting environment. The Client shall be solely responsible for setup, customization and administration of its instance of the App, unless otherwise agreed in the applicable Order Form.
End Users access and use the App under the EULA, which forms a direct contractual relationship between GatherUs and each End User covering access to and use of the platform. The EULA does not make GatherUs a party to any relationship between the Client and any End User, and does not oblige GatherUs or the Client to admit any End User to any Event. GatherUs may enforce the EULA directly against End Users, including by suspending or terminating an End User’s access to the platform for violations of the EULA.
The Client decides, in its sole discretion, whether and on what conditions End Users may register for, be admitted to, participate in or be removed from its Events. The Client is solely responsible for those decisions, for its Events (including their content, conduct and lawfulness) and for any Event Rules it adopts. GatherUs is not responsible for any Event, for the Client’s admission or exclusion decisions, or for the Event Rules. The Client shall ensure that its Event Rules do not conflict with the EULA; in the event of a conflict, the EULA prevails with respect to the use of the platform.
The Client shall indemnify GatherUs against any End User or other third-party claims arising out of or in connection with the Client’s Events, the Client’s admission, exclusion or other decisions concerning End Users, the Event Rules, or Client Data, except to the extent a claim results from GatherUs’s breach of the EULA or of applicable law.
GatherUs may agree to provide Support Services to the Client in a relevant Order Form.
GatherUs may modify, improve, replace or discontinue individual features or components of the App or the Services from time to time (including by providing Updates), provided that the core functionality of the Services is not materially reduced during a paid Subscription Term.

III. FEES, TAXES, AND PAYMENTS

Client will pay the fees specified in the applicable Order Form at the time the order is placed. Thereafter, all recurring subscription fees will be charged automatically in accordance with the applicable Billing Cycle set out in the Order Form, until the Subscription is terminated. GatherUs may, at its sole discretion, agree on a different fee with individual Clients based on their specific needs.
All payments will be processed through the payment provider(s) designated by GatherUs from time to time. Client hereby consents to a charge being made against the credit or debit card or other Payment Method provided by Client or as otherwise available via the designated payment provider.
Except where prohibited by law, payments permitted by GatherUs via credit or debit card may be subject to additional processing fees per the requirements of the credit card issuer, merchant acquiring bank, or other entity involved in the processing of payments.
To the maximum extent available in law, all payments are final and non-refundable, except as expressly provided otherwise in this ToS (including the Section called “Term and Termination”) or in the Consumer Addendum where it applies.
If Client does not pay the fees or other charges when they are due, then a finance charge of one percent (1%) per month or the maximum rate allowed by law will be assessed.
All fees are exclusive of taxes. Client is responsible for all applicable sales, use, value added (VAT), goods and services (GST), consumption, and similar taxes, except for taxes based on GatherUs’s net income.
GatherUs may change its fees and Subscription tier pricing from time to time. Fee changes do not apply during the then-current Subscription Term; they take effect from the next Renewal Term. GatherUs will notify the Client of any fee change at least sixty (60) days before the start of the Renewal Term in which it takes effect. If the Client does not agree to the changed fees, the Client may elect not to renew in accordance with the Section called “Term and Termination”.
If Client’s Payment Method fails because its Payment Method has expired, has insufficient funds, or otherwise, and the Client does not switch to another valid Payment Method, GatherUs reserves the right to suspend access to the Services until it has obtained a valid Payment Method or terminates the Subscription at its sole discretion. GatherUs will inform the Client of a payment failure, unless it is not authorized to do so, or if applicable laws, regulations, or any order from a regulator or authority prevent GatherUs from doing so. GatherUs will inform the Client in advance of a suspension of services.

IV. CLIENT’S USE

GatherUs does not monitor or police the content of communications or Client Data transmitted through the App, and GatherUs is not responsible for the content of these communications or transmissions. Client shall use the App exclusively for authorized and legal purposes, consistent with this ToS and with the Privacy Policy https://gatherus.today/legal/privacy-policy/.
Client shall not (i) license, sublicense, sell, resell, transfer, rent, lease, assign, distribute, disclose, or otherwise commercially exploit or make available to any third party the App or Services; (ii) copy, record, extract, scrape, modify or make derivative works based upon the App or Services; (iii) “frame” or “mirror” the App or Services on any other server or device; (iv) access the App or Services for any benchmarking or competitive purposes or use the App for application service provider, timesharing or service bureau purposes, or any purpose other than its own internal business use (which, for the avoidance of doubt, does not restrict End Users’ access to and participation in the Client’s Events); (v) decompile, disassemble, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the App or Services; (vi) remove, obscure or modify a copyright or other proprietary rights notice in the App; (vii) use the App or Services to send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material that violates third party privacy rights; (viii) use the App or Services to create, use, send, store, or run material containing software viruses, worms, Trojan horses, or otherwise engage in any malicious act or disrupt the security, integrity or operation of the App or Services; (ix) attempt to gain or permit unauthorized access to the App or Services or related systems or networks, including but not limited to conducting any penetration testing, denial of service attacks, or similar efforts; (x) use the App or Services other than in compliance with all applicable laws and regulations; (xi) grant administrative access to the App or Services to, or disclose non-public features of the App or Services to, any competitors of GatherUs (which does not restrict End Users’ registration for or participation in publicly accessible Events); (xii) use the Services for illegal activities or junk mail, chain letters, pyramid schemes, phishing, “spam” or other unsolicited emails to any person who has not given specific permission to be included in such a process; or (xiii) permit or assist any other party (including any user) to do any of the foregoing.
The Client shall be solely responsible for exporting data through the tools made available by GatherUs, for ensuring continuous internet connectivity, and for the use of supported browsers, devices, and hardware models.
Third party data, content, materials or software (collectively: “Third Party Content”) published on the GatherUs website or otherwise made available through an App may be subject to third party licenses, and these licenses may be altered or revoked at any time by the applicable third party licensor, and that, provided there is no material reduction of functionality in the App, removal or alteration of Third Party Content shall not constitute a material breach of this ToS.
GatherUs reserves the right to immediately suspend or terminate Client’s access to the Services in the event of Client’s violation of this Section called “Client’s Use”. Such suspension or termination shall not constitute grounds for a refund. Client is still responsible for full payment of its Order Form even if its access to the Services is terminated.

V. INTELLECTUAL PROPERTY RIGHTS

Client acknowledges that, as between GatherUs and Client, GatherUs own all intellectual property rights associated with the GatherUs materials and GatherUs trade names and trademarks (the “GatherUs IP Materials”). GatherUs IP Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary laws. Except as outlined in these ToS, Client’s use of the Services and GatherUs IP Materials, and any parts or elements, does not grant to Client any ownership right or intellectual property rights therein. GatherUs reserves all rights not expressly granted to Client in these ToS. Except for the limited rights and licenses expressly granted under these ToS, nothing in these ToS grants, by implication, waiver, estoppel, or otherwise, to Client or any third party any Intellectual Property Rights or other right, title, or interest in or to the Services and GatherUs IP Materials.
The Client hereby grants GatherUs a perpetual, irrevocable, nonexclusive, assignable, sub-licensable (through multiple tiers), royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, perform, exploit and use any feedback, suggestions or improvement requests provided by or on behalf of the Client, for any purpose.
The Client hereby grants GatherUs a nonexclusive, worldwide, royalty-free, non-sublicensable (except to GatherUs’s affiliates) license, revocable in accordance with the following clause, to use the Client’s name, trade name, trademarks, and logos (the “Client Marks”) for the purpose of identifying the Client as a customer of GatherUs, including by incorporating, publishing, reproducing, distributing, publicly displaying, and otherwise using the Client Marks in GatherUs’s marketing materials, presentations, case studies, proposals, and on GatherUs’s website or other promotional channels.
The Client may revoke this authorization at any time by providing GatherUs with notice. Upon receipt of such notice, GatherUs shall cease any new use of the Client Marks within fourteen (14) days from the date of delivery of the notice and shall, within the same timeframe, remove the Client Marks from any materials under GatherUs’s control that are reasonably capable of being withdrawn, unless otherwise agreed between the Parties.
The Client and GatherUs may develop case studies, testimonials, or similar materials documenting the Client’s successful use of the Services (each, a “Case Study“). Each Party shall have the right to use, reproduce, distribute, and publicly display any such Case Study for its own marketing, promotional, and business development purposes. Either Party may request the other Party to cease using a specific Case Study by providing written notice, in which case the receiving Party shall cease any new use of such Case Study within fourteen (14) days from the date of delivery of the notice.

VI. CONFIDENTIALITY

The receiving Party shall not disclose or use any Confidential Information of the disclosing Party for any purpose outside the scope of this ToS, except with the disclosing Party’s prior written permission. Each Party shall protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If the receiving Party is compelled by law to disclose Confidential Information of the disclosing Party, it shall provide the disclosing Party with prior written notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at disclosing Party’s cost, if the disclosing Party wishes to contest the disclosure, and the receiving Party shall continue to treat this information as Confidential Information for all other purposes.
The receiving Party will not be obliged to keep confidential for any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (ii) was known to the receiving Party before its disclosure by the disclosing Party; (iii) was independently developed by the receiving Party without use of or reference to any Confidential Information or breach of any obligation owed to the disclosing Party; or (iv) is received from a third party without restriction and without breach of any obligation owed to the disclosing Party.
GatherUs may retain and use data derived from data uploaded to or collected by the App in an aggregated and irreversibly anonymized form that does not identify, and cannot reasonably be used (alone or in combination with other information) to re-identify, any individual or the Client (collectively: “Aggregate Data”), indefinitely and for any purpose, including providing, maintaining and improving the Services, product development, business development, market research, and the preparation and distribution of benchmarking, research, and analytical materials. Anonymization shall satisfy the standard for anonymous data under the GDPR and for deidentified data under applicable US state privacy law, and GatherUs shall not — and shall contractually prohibit its contractors and any recipients of Aggregate Data to — attempt to re-identify any individual or the Client from Aggregate Data. Aggregate Data must not identify Client as the source of any specific data or finding. GatherUs will be the sole and exclusive owner of all right, title, and interest to such Aggregate Data. For the avoidance of doubt, GatherUs’s processing of personal data is governed by the Section called “Personal Data” and the documents referenced there, not by this clause.

VII. PERSONAL DATA

Each Party processes personal data in connection with this ToS as an independent controller for its own purposes; the Parties are not joint controllers. The Client is the controller of personal data relating to its Events, including registration and participation data and any additional registration fields configured by the Client. GatherUs is an independent controller of End User account data and platform usage data that it processes to provide End Users with access to the platform, to secure, maintain and improve the platform, and to analyse how users use the platform, as described in the GatherUs Privacy Policy.
The sharing of personal data between the Parties in connection with an Event is governed by the Data Sharing Agreement.
Where, and to the extent that, GatherUs processes personal data solely on behalf of and on the documented instructions of the Client (for example, End Users’ responses to Client-configured registration questions processed only for the purposes of the Client’s Event), the Data Processing Agreement applies to that processing.
The Client shall provide End Users and other data subjects with all transparency information required of the Client as a controller, and shall ensure it has a lawful basis for its processing of personal data and for its sharing of personal data with GatherUs.

VIII. INDEMNIFICATION

The Client shall indemnify, defend and hold GatherUs harmless, at Client’s sole expense, against any loss or damage arising out or in connection with (i) GatherUs’s use of the Client Data in connection with the provision of the Services, including infringement of third party intellectual property rights; (ii) Client’s misuse of Client Data; and (iii) Client’s breach of the “Client’s Use” Section of this ToS.
If GatherUs seeks indemnification, it must (i) notify the Client in writing without undue delay; (ii) tender to the Client sole control of the defense or settlement of the claim at the Client’s expense, provided, however, the Client may not settle a claim in a manner that would have an adverse impact on the business of the GatherUs without receiving the prior written consent of the GatherUs; and (iii) cooperate and, at the Client’s expense, assist in the defense of the claim. The GatherUs will have the right to participate at its own expense in any claim or related settlement negotiations using counsel of its own choice.
GatherUs shall indemnify the Client, at GatherUs’s expense, against any claim against Client arising out of third-party claims that the Services or the App infringes its intellectual property rights, unless claim concerns (i) materials not provided by GatherUs; (ii) Client’s modifications of the App; (iii) Client’s use of the App inconsistent with the Documentation; or (iv) Client’s use of open source components covered by separate terms.
If Client seeks indemnification, it must (i) notify GatherUs in writing without undue delay; (ii) tender to the GatherUs sole control of the defense or settlement of the claim at the GatherUs’s expense, provided, however, the GatherUs may not settle a claim in a manner that would have an adverse impact on the business of the Client without receiving the prior written consent of the Client; and (iii) cooperate and, at GatherUs’s expense, assist in the defense of the claim. The Client will have the right to participate at its own expense in any claim or related settlement negotiations using counsel of its own choice.

IX. LIMITATION OF LIABILITY

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
GatherUs shall not be liable for any actions, omissions, failures, or interruptions in the operation of the App that can be attributed to external service providers (including, but not limited to, internet service providers, cloud hosting service providers, e-mail or SMS operators, or CRM platforms) that are beyond GatherUs’s reasonable control as well as hardware, software, or network-related issues on the Client’s side in connection with the use of the App, including printer malfunctions, tablet or browser incompatibilities, venue network failures, Client-side configuration errors, or the use of unsupported or non-compatible devices.
GatherUs shall not be liable for any damages, losses, interruptions, or limitations in the Client’s access to or use of the Services resulting from a suspension imposed due to the Client’s breach of this ToS, including, but not limited to, non-payment, provision of an invalid or expired Payment Method, or failure to update the Payment Method upon request. Any such suspension constitutes a lawful consequence of the Client’s breach and shall not give rise to any claims, compensation, or liability of GatherUs.
GatherUs shall not be liable for any corruption or loss of Client Data arising from (i) the acts or omissions of third-party service providers; (ii) Client’s own configurations or system settings; or (iii) events constituting Force Majeure.
EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS TOS IS LIMITED TO THE AMOUNTS PAID OR PAYABLE BY CLIENT FOR THE SERVICE IN THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.
The foregoing limitation shall not apply to (i) a Client’s intellectual property indemnification obligations; (ii) Client’s payment obligations under this ToS; (iii) liability that cannot be excluded or limited under applicable law; or (iv) a Party’s willful misconduct or fraud.

X. WARRANTIES AND DISCLAIMERS

GatherUs warrants that the App will be available, as measured by GatherUs’s monitoring systems, for at least 99% of the time in each calendar month, excluding any unavailability caused by: (i) scheduled maintenance notified in advance and performed, where reasonably practicable, outside peak hours; (ii) emergency maintenance reasonably required to protect the security or integrity of the App; (iii) circumstances beyond GatherUs’s reasonable control, including Force Majeure and failures of the internet, telecommunications networks or third-party services; (iv) issues attributable to the Client’s or its users’ hardware, software, network, configuration or use of the App in breach of this ToS; (v) suspension of the Services in accordance with this ToS; and (vi) BETA or preview features and experimental integrations. If GatherUs fails to meet this warranty in a calendar month, the Client’s sole and exclusive remedy, and GatherUs’s sole and exclusive liability, for such failure and for any unavailability of the Services, shall be a credit against future fees equal to the pro-rata portion of the subscription fee attributable to the period of qualifying downtime in that month, claimed by the Client within thirty (30) days after the end of the affected month; credits have no cash value and shall not exceed, in aggregate, the subscription fee for the affected month.
EXCEPT FOR THE EXPRESS UPTIME WARRANTY IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, AND GATHERUS DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE SERVICES, AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES PROVIDED OR OFFERED HEREUNDER. ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR STATUTORY, IS HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
All BETA or preview features of the App, as well as social or experimental integrations, are provided “as is”. GatherUs makes no commitments or warranties of any kind with respect to such features or integrations, whether express, implied, or statutory.
App is not designed for safety‑critical or mission‑critical environments (e.g., medical devices, emergency services, aviation).
The App must not be relied upon as an emergency roll-call, evacuation or safety system. The Client shall maintain emergency and evacuation procedures for its Events, including headcount procedures, that are independent of the App.

XI. TERM AND TERMINATION

This ToS shall commence on the date in the Order Form and shall last for the Subscription Term.
GatherUs offers subscription tiers, each providing different levels of access and functionality (each a “Subscription tier”). The available Subscription tiers and the applicable fees are as published on the GatherUs website https://gatherus.today/ or as set out in the applicable Order Form.
The Client may upgrade or downgrade its Subscription tier at any time.
Upon expiration of the Subscription Term, the Subscription shall automatically renew for successive periods equal to the then-current Billing Cycle or, where the Subscription is billed annually, for successive periods of one (1) year (each a “Renewal Term”), unless: (i) for annual Subscriptions, either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term; or (ii) for monthly Subscriptions, either party cancels with effect from the end of the then-current Billing Cycle.
Any renewal shall be subject to the pricing and terms in effect at the time of renewal (as available on GatherUs’s website), unless otherwise agreed in writing by the parties.
Either Party may terminate this ToS and/or any or all Orders if the other Party materially breaches this ToS and fails to cure such breach within thirty (30) days of receiving written notice of the breach. If the Client terminates under this clause for GatherUs’s uncured material breach, GatherUs shall refund the Client a pro-rata portion of any prepaid fees covering the remainder of the terminated Subscription Term after the effective date of termination.
Upon expiration of the Subscription or termination of an Order for any reason: (i) all rights granted to the Client herein will immediately cease, except that GatherUs will make the Client Data available for export by the Client through the tools made available by GatherUs for thirty (30) days following expiration or termination; (ii) the Client and its authorized users will immediately cease all use of the Services; and (iii) the Client will promptly pay to GatherUs any unpaid amounts owed to GatherUs for such Order.

XII. FORCE MAJEURE

In no event shall GatherUs be liable, or be deemed to have breached this ToS, for any failure or delay in performing its obligations under this ToS, if and to the extent such failure or delay is caused by any circumstances beyond GatherUs’s reasonable control, including but not limited to acts of force majeure, flood, fire, earthquake, explosion, war, terrorism, invasion, cyber-attacks, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

XIII. MISCELLANEOUS

For Clients in the European Economic Area (EEA), the United Kingdom, and Switzerland, this ToS is governed by Dutch law. Any dispute arising out of or in connection with this ToS shall be submitted to the exclusive jurisdiction of the courts of Amsterdam, Netherlands.
For Clients in all other jurisdictions, this ToS is governed by the laws of Commonwealth of Massachusetts (US). Any dispute arising out of or in connection with this ToS shall be submitted to the exclusive jurisdiction of the courts of Boston, Massachusetts (US).
Neither Party may assign without prior written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice. This ToS binds successors and permitted assigns.
In the event of a conflict between the documents comprising the agreement between GatherUs and the Client, the following order of precedence applies, each document prevailing to the extent of the conflict: (i) the applicable Order Form; (ii) the Consumer Addendum (where it applies); (iii) the Data Processing Agreement and the Data Sharing Agreement, each with respect to its subject matter; and (iv) this ToS.
GatherUs may update this ToS. GatherUs shall notify the Client of any changes at least thirty (30) days in advance. Changes will not apply retroactively and, except for changes required by applicable law or concerning new features or services, will take effect from the next Renewal Term. If a change materially and adversely affects the Client, the Client may terminate this ToS with effect from the date the change takes effect by giving written notice before that date. Changes to fees are governed by the Section called “Fees, Taxes, and Payments”.
Any notice required or permitted under this ToS or required by law must be in writing, in electronic or documentary form and must be: (i) delivered in person; (ii) delivered by electronic mail to the address listed on the applicable Order Form; (iii) sent by first class registered mail, or air mail, as appropriate; or (iv) sent by an internationally recognized overnight air courier, in each case properly posted and fully prepaid. Notices will be considered to have been given at the time of actual delivery in person, two (2) business days after deposit in the mail, or one (1) day after delivery to an overnight air courier service, provided in each case that delivery in fact is affected.
For the avoidance of doubt, an email message shall be considered a valid form of written notice.

GatherUs Terms of Service — Consumer Addendum

This Consumer Addendum (the “Consumer Addendum”) applies where the Client is a natural person acting for purposes wholly or mainly outside their trade, business, craft or profession, if your jurisdiction gives you a consumer status (a “Consumer Client”). It forms part of the ToS and prevails over the ToS to the extent of any conflict. It does not apply to End Users, whose relationship with GatherUs is governed by the EULA.

1. General. Nothing in the ToS excludes, limits or restricts any rights or remedies that a Consumer Client has under applicable consumer protection law and that cannot be waived or limited by contract. The warranty disclaimers and limitations of liability in the ToS apply to a Consumer Client only to the extent permitted by applicable law.

2. EU, EEA and UK Consumer Clients — right of withdrawal. A Consumer Client residing in the EU, the EEA or the United Kingdom may withdraw from the contract within fourteen (14) days of its conclusion, without giving any reason, by an unambiguous statement to hello@gatherus.today. Where the Services have begun during the withdrawal period at the Consumer Client’s express request, the Consumer Client owes a proportionate amount for the Services provided until withdrawal, and GatherUs shall refund the remainder of any prepaid fees within fourteen (14) days.

3. EU, EEA and UK Consumer Clients — renewal and cancellation. Notwithstanding the Section called “Term and Termination”, after the initial Subscription Term the Subscription of a Consumer Client continues for an indefinite period, and the Consumer Client may cancel it at any time on notice of no more than one (1) month (in accordance with applicable law, with a pro-rata refund of any prepaid fees for the period after the cancellation takes effect.

4. EU, EEA and UK Consumer Clients — conformity. Consumer Clients benefit from the legal guarantee of conformity for digital services under Directive (EU) 2019/770 as implemented in the law of their country of residence, including the remedies of bringing the Services into conformity, price reduction and termination provided by that law.

5. EU, EEA and UK Consumer Clients — changes. If GatherUs makes a change to the Services or the ToS that materially and adversely affects a Consumer Client, the Consumer Client may terminate the contract free of charge within thirty (30) days of being notified of the change, with a pro-rata refund of prepaid fees for the period after termination.

6. EU, EEA and UK Consumer Clients — governing law and forum. The choice of Dutch law in the ToS does not deprive a Consumer Client of the protection of the mandatory provisions of the law of their country of residence, and a Consumer Client may bring proceedings — and may only be sued — in the courts of their country of residence where consumer protection law so provides.

7. US Consumer Clients — automatic renewal. For Consumer Clients in the United States, GatherUs will (i) clearly and conspicuously disclose the automatic renewal terms before purchase, (ii) provide an online cancellation mechanism that is at least as easy to use as the sign-up process, and (iii) send renewal reminder notices where required by applicable state automatic-renewal laws (including the California Automatic Renewal Law). Refunds will be provided where required by applicable law.

8. US Consumer Clients — state law rights. Some states do not allow the exclusion of implied warranties or the limitation of certain damages; in those states, the disclaimers and limitations in the ToS apply to a Consumer Client only to the extent permitted. This Consumer Addendum does not limit any non-waivable rights under the law of the Consumer Client’s state of residence.

9. Contact. Consumer enquiries and notices under this Consumer Addendum: hello@gatherus.today.