Gearfire, LLC License Agreement

PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. THIS LICENSE IS A LEGALLY BINDING DOCUMENT. IF YOU AGREE TO THE TERMS OF THIS LICENSE, INDICATE YOUR AGREEMENT BY CLICKING THE “I AGREE” BUTTON. IF YOU DO NOT AGREE TO THIS LICENSE, CLICK THE “I DECLINE” BUTTON.

IF YOU ARE ENTERING THIS LICENSE ON BEHALF OF A BUSINESS ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO AND ARE AUTHORIZED TO ENTER THIS LICENSE.

This License Agreement and all policies posted on our websites and apps, for example our Terms of Use and Privacy Policy (collectively, this “License”), set out the terms on which Gearfire, LLC, an Arizona limited liability company, and its affiliates (“Gearfire” or “Company”) offers you (“Customer”) access to and use of our websites, services, software, applications and tools (collectively, the “Services”).

1. SERVICES.

Subject to the terms and conditions of this License, including payment of all fees, Gearfire hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services as ordered and paid for by Customer. Gearfire will provide Customer with sufficient details, e.g. URL, user name and temporary password, to allow Customer to access the Services. Customer may provide its employees access to and use of the Services. Customer is responsible for its employee’s access to and use of the Services. Any misuse of any password or the Services by Customer and/or its employees, as determined by Gearfire in its sole discretion, will be a material breach of this License.

2. CUSTOMER CONTENT.

As permitted by this License, Customer may provide certain content including logos, branding, artwork, photographic images, video, text, URLs and other similar materials (collectively, “Customer Content”) to Gearfire or post or upload Customer Content as part of the Services. Customer hereby grants Gearfire a worldwide, non-exclusive, royalty-free, and irrevocable right and license to use, modify, reproduce, publicly display, distribute, and make derivative works of the Customer Content, in any media formats and through any media channels now known or hereafter devised. Gearfire may modify the Customer Content as necessary to fit the format and file size specifications necessary for proper display and to comply with this License and applicable laws. Customer further grants Gearfire a limited licensed to use, copy, distribute and display Customer’s logos, service marks, trademarks or trade or corporate names in Gearfire’s advertising, marketing materials, press releases and sales presentations for the purposes of identifying Customer as a customer of Gearfire and user of the Services.

3. FEES AND PAYMENTS.

All fees are in United States dollars and nonrefundable. In consideration of this License and rights granted to Customer, Customer will pay Gearfire the ongoing monthly, annual, or other recurring fees for the Services as indicated on the Customer’s order form or in the Customer account, including service and usage charges. Customer will pay by credit card or ACH transfer (or other means agreed to by Gearfire and Customer) on an automated and scheduled basis that will continue until this License is terminated. In the event that Customer fails to make a scheduled payment when due, Gearfire may disable all or some of the functionality of the Services until Customer pays the amount due. All Fees are valid for the then-current term for the Services. Gearfire may revise its fees at the end of the current term or upon providing thirty (30) days’ notice to Customer. Upon receiving notice of any increase to fees, Customer can accept the revised fee and continue to use the Services or terminate this License and stop using the Services. Customer is responsible for paying all sales, use, excise, value-added, or other tax or governmental charges imposed on the licensing or use of the Services.

4. HANDLING OF DATA.

(a) As part of the Services, Gearfire collects (i) sales data, which is customer-specific transaction data between Customer and each of its customers, including product sold by manufacturer and distributor, and by week, month, year; and geographic location, (ii) the details of all transactions and communications between Customers and its customers and other users on our Site such as emails, feedback, ratings, and any other forms of communications, and (iii) purchasing data, which is data about specific transactions between Customer and each of its distributors and suppliers from which Customer procures goods and services for purpose of selling the good and services to its customer. Customer acknowledges and agrees that, to the extent allowable under all applicable laws, rules, and regulations, Gearfire may use data collected as part of the Services to (w) anonymize and aggregate data to calculate relevant industry statistics and to evaluate other relevant sales and marketing information, (x) survey the users of the Services, (y) market and sell other products or services to the users of the Services and (z) validate the amount of sales and transaction value for transactions as part of the Services. The use of the Services is governed by Gearfire’s Privacy Policy.

(b) Customer represents and warrants that (i) it is authorized to provide to Gearfire any data collected by the Services regarding Customer’s employees, customers, and suppliers for the purposes of Gearfire providing the Services, (ii) in connection with the Services and Customer’s use of various types of data obtained or accessed through the Services, Customer has provided appropriate notice to Customer’s employees, customers, or suppliers and obtained any requisite consent, including for disclosures to service providers and transfers of data, and (iii) it will use the Services and any and all data obtained or accessed through the Services in compliance with all applicable laws, rules, and regulations.

(c) Customer is solely responsible for the backup of Customer’s files and data that are being used with the Services, including all Customer Content.

5. CUSTOMER OBLIGATIONS.

To use and participate in the Services, Customer will:

(a) Comply with the terms of this License including the Terms of Use and Privacy Policy;
(b) Provide and maintain accurate and complete information in Customer’s account;
(c) Keep Customer’s account password secure;
(d) Upload Customer Content and add appropriate keyword tags and text descriptions about the Customer Content for use as part of the Services;
(e) Establish and maintain necessary accounts with any third-party websites, servers, portals or other services necessary for Customer to use the Services. Customer will obtain access to those third party products and services under terms Customer deems reasonable. Gearfire is not responsible for Customer’s acquisition of third party products or services and makes no warranties that such third party products or services will be available or continue to be available with the Services.
(f) Comply with and adhere to all local, state and federal laws governing the sale of products and services through the Service. Customer acknowledges and agrees that certain products offered for sale, sold and advertised through the Services are subject to restrictions, for example firearms may only be permitted to be sold to permanent residents of the United States of America who are over the age of 18 and/or 21 and must be transferred through a federally licensed firearms dealer (Federal Firearms Licensee, or FFL) in the state of the customer’s residence. Customer is solely responsible for complying with all applicable local, state and federal laws;
(g) Respect and not remove, obliterate, or cancel from view any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on or in the Services or output generated by the Services, and to reproduce and include the same on each output.

6. INTELLECTUAL PROPERTY RIGHTS

(a) Customer will not: (a) alter information provided by third parties and transmitted through the Services; (b) sell, resell, lease or distribute the Services or any part of the Services, or the functional equivalent, to a third party, except as expressly authorized in this License; (c) translate, convert, reverse engineer, decompile, disassemble, or otherwise attempt to do any of the foregoing, or attempt to derive the source code of, the Services, or any component of the Services; (d) attempt to create a substitute or similar service through use of, or access to, the Services; (e) modify or make derivative works of the Services.

(b) Customer and its licensors solely and exclusively own all right, title, and interest in and to the Services, and all intellectual property rights in and to the Services. Except as expressly otherwise provided in this License, nothing in this License will operate as a license, permission or grant of any rights related to the Software and the Service.

7. REPRESENTATIONS AND WARRANTIES.

(a) By Customer. Customer represents and warrants that:
(i) Customer has the right, power and authority to enter into this License and fully perform its obligations in this License;
(ii) This License does not and will not conflict with any agreement existing between Customer and any other party;
(iii) Customer owns or has all necessary licenses, rights, consents, and permissions to use Customer Content and grant the rights in this License to Gearfire to the Customer Content;
(iv) If Customer is using the Services to sell or offer for sale firearms, Customer is familiar with the requirement of the United States Bureau of Alcohol, Tobacco, Firearms & Explosives (“ATF”) and will comply will all such requirements.

(b) By Gearfire. Gearfire represents and warrants that:
(i) Gearfire has the right, power and authority to enter into this License and fully perform its obligations in this License;
(ii) This License does not and will not conflict with any agreement existing between Gearfire and any other party.

(c) Technology Warranty. Gearfire warrants that the Services, when properly used by Customer, will perform substantially in accordance with the then current online help, user manual, and user documentation provided by Gearfire (“Documentation”) for the Services during the period that Customer has paid all fees for this License and Customer is active and in good standing with Gearfire. For any breach of this warranty that are reproducible by Gearfire and reported to Gearfire by Customer, Gearfire, at its option and expense, will either, as Customer’s excusive remedy: (i) refund to Customer the fees paid for one month of the Services; or (ii) repair or replace the Services.

(d) Disclaimer. THE SERVICES ARE PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER OF SUCH SERVICES. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(c), GEARFIRE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. GEARFIRE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WARRANTIES AGAINST INTERFERENCE WITH ENJOYMENT OF INFORMATION, AND WARRANTIES OF QUALITY AND ACCURACY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. CONFIDENTIALITY.

(a) Confidential Information. Each party (the “Discloser”) may disclose or provide access to information that is confidential (“Confidential Information”) to the other party (the “Recipient”). Confidential Information includes information related to a party’s business plans, marketing plans, financing methods, costs, and partner, supplier and customer lists. Confidential Information does not include Customer Content or information that the Recipient can show by objective or verifiable evidence (i) was known to it before disclosure of the information, (ii) was lawfully disclosed by a third party rightfully possessing the information, (iii) becomes known to the public through no fault of Recipient; (iv) is independently developed by the Recipient without reference to information disclosed by the Discloser provided such independent development can be adequately substantiated by the Recipient’s business records, or (v) is disclosed by the Recipient as required by applicable law.

(b) Non-disclosure Obligations. Recipient will not at any time, directly or indirectly, disclose any Confidential Information except to employees of the Recipient who have a need to know in connection with the purpose contemplated by this Agreement and who are under a duty of confidentiality with respect to such information that is at least as restrictive as this paragraph. Recipient will not at any time use or knowingly permit the use of any Confidential Information for purposes other than implementing the Services under this License.

9. INDEMNIFICATION.

Customer will defend, indemnify, and hold harmless Gearfire and its officers, managers, directors, employees, shareholders, representatives, affiliates, agents and licensees for, from and against any and all suits, obligations, costs, claims, judgments, losses, expenses, liabilities, reasonable expenses, costs and attorney fees (“Claims”) arising from or related to (a) any Claim or allegation that, if true, would constitute a breach of Customer’s obligations, representations, or warranties in this License, (b) any acts or omissions by Customer in performing the obligations or exercising any rights under this License, including any property damage or bodily injury; and (c) Customer’s violation of any local, state, or federal law.

10. LIMITATION OF LIABILITY.

Customer acknowledges and agrees that the ongoing provision of the Services is contingent on a number of factors and is therefore not guaranteed in its existing format or otherwise. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GEARFIRE BE LIABLE FOR ANY LOST PROFITS OR REVENUES, EQUIPMENT DOWN-TIME, LOSS OF DATA OR FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND EVEN IF GEARFIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. GEARFIRE DISCLAIMS ALL LIABILITY OF ANY KIND OF GEARFIRE’S LICENSORS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, GEARFIRE’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES NOT TO EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO GEARFIRE IN THE SIX (6) MONTHS PRIOR TO THE DATE OF THE ACTION GIVING RISE TO THE LIABILITY.

11. TERM AND TERMINATION.

(a) Term of License. This License will remain in force for the initial period set forth in the Customer’s order. Upon expiration of the initial term, this License automatically converts to a month-to-month term. The License will remain in effect until terminated as provided below:
(i) after the initial term, upon 90 days advance written notice to the other party, which termination will be effective on the 90th day following receipt of the notice by the non-terminating party;
(ii) upon written notice to the other party if the other party commits a material breach under this License and fails to cure such breach within thirty (30) days following receipt of written notice of the breach;
(iii) upon Customer’s failure to pay fees;
(iv) upon the other party voluntarily or involuntarily going into liquidation or bankruptcy, taking steps to prepare for such liquidation or bankruptcy, making an assignment for the benefit of creditors, or having a receiver or a trustee appointed for its properties;
(v) upon the other party being unable to pay its debts when due or ceasing to continue material business operations, or
(vi) upon the other party otherwise unwinding or dissolving its business.

(b) Effect of Termination. Upon termination of this License, and except as otherwise expressly provided in this License, all rights and licenses granted under this License will terminate and Customer will pay all fees owed and outstanding. Each party will promptly return to the other party all Confidential Information of such party in its possession or control. Sections 2, 3, 4(b), 6, 7(a), 7(b), 7(d), 8, 9, 10, 11(b) and 12 will survive the expiration or termination of this License

12. MISCELLANEOUS.

(a) Force Majeure. Neither party will be liable for inadequate performance to the extent caused by an act of God, strike, lockout, law, regulation or ordinance, pandemic, war or terrorism, or by any reason of any other matter if beyond the control of the affected party (each, a “Force Majeure Event”), provided that the affected party resumes full performance as promptly as possible following such Force Majeure Event.

(b) Notices. Any notice required under this License will be in writing and will be deemed to be properly given when (i) delivered personally, (ii) if for cancellation of this License by Customer, then when sent via email to support@gearfire.com with the subject line “CANCEL MEMBERSHIP,” or (iii) five days after deposit with U.S. Postal Service, certified mail, return receipt requested, postage prepaid and addressed to the party at its address on this License or in records of Gearfire. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

(c) Equitable Relief. Customer acknowledges and agrees that a breach or threatened breach of Sections 1, 4, 6, or 8 will cause irreparable harm to Gearfire for which an adequate remedy at law does not exist. Accordingly, in the event of a breach or threatened breach of Sections 1, 4, 6, or 8, Gearfire will have, in addition to any other rights it may have and without an obligation to post bond or any other security, the right to seek equitable relief, including injunctive relief.

(d) Jurisdiction and Disputes. This License is governed by the laws of the state of Arizona, without regard to conflict of laws principles. The state and federal courts in Maricopa County, Arizona will have exclusive jurisdiction over any claim, dispute or controversy of whatever nature arising out of or related to this License. Each Party irrevocably consents to personal jurisdiction and venue in the state and federal courts in Maricopa County, Arizona, and agrees to service of process issued or authorized by, any such court and waives any objections to this venue or claims of an inconvenient forum. Any cause of action or claim that Customer may have with respect to the Service must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

(e) Mandatory Arbitration. Any unresolved controversy, dispute or claim arising out of or relating to this Agreement, except for claims of equitable relief and as otherwise provided in this Agreement, will be settled by binding arbitration by the American Arbitration Association (“AAA”) in accordance with AAA’s Commercial Arbitration Rules. The arbitration will be before a single arbitrator who is an attorney licensed in Arizona, has practiced law for at least 10 years, and has experience in the information technology industry. Each of Customer and Gearfire will act in good faith to select a single arbitrator. If the parties do not agree on an arbitrator within twenty (20) days of the initiation of arbitration, then the AAA will select the arbitrator who meets the above requirements. The arbitration will take place in Maricopa County, Arizona. The decision of the arbitrator will be final and binding, and not subject to appeal for any reason. The arbitrator will award attorneys’ fees, costs, and all costs and fees of the AAA to the prevailing Party in the arbitration as determined by the arbitrator. The arbitration award or other orders can be confirmed and/or enforced through the courts in Maricopa County, Arizona.

(f) Attorney Fees. In the event of any dispute between the parties arising out of this License, the prevailing party, as determined by the court, arbitrator or other decision-maker, will be entitled to recover its attorney fees and costs.

(g) Assignment. Customer may not assign, transfer, or delegate, directly or indirectly, by operation of law or otherwise, any of its rights or obligations under this License, without the prior written consent of Gearfire. This License will be binding upon, and will inure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted or purported transfer, assignment, or delegation in violation of this Section will be null and void and without effect.

(h) Waiver and Modifications. Any revisions, modifications, amendments, or waivers to this License must be in writing and must be executed by duly authorized representatives of the parties. Any waiver or failure to enforce any provision of this License on one occasion will not be deemed a waiver of any other provision or of that provision on any other occasion.

(i) Construction. The section headings in this License are for convenience only and are not to be used in interpreting this License. Any and all uses of the word “including” in this License mean “including without limitation.”

(j) Severability. In the event that any provision of this License is deemed unlawful or otherwise unenforceable by any tribunal of competent jurisdiction, that provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Each and every provision or restriction set forth in this License is independent and severable from the others, and no provision or restriction will be rendered unenforceable by virtue of the fact that, for any reason, any other provision or restriction may be unenforceable in whole or in part.

(k) Entire Agreement. This License, Gearfire polices posted on its websites and apps, including Terms of Use and Privacy Policy which are hereby incorporated by reference into this License, constitute the entire, final and exclusive agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous, agreements, understandings, and communications, whether written or oral. To the extent any terms and conditions of the main body of this License conflict with the terms and conditions of any policies or incorporated agreements, the terms and conditions of this License will control, except where the parties expressly agree to override a provision of this License.

Gearfire, LLC Terms of Use

Last updated: September 20, 2023

Welcome to the Gearfire.com, GoGearfire.com and/or Gearfirehub.com website (the “Site”). Gearfire, LLC and its affiliates (“Gearfire”) provide this Site and the features, apps, products and services offered through the Site (collectively, the “Services”) subject to these Terms of Use (the “Site Terms”).

We offer a wide range of Services and sometimes additional terms may apply to specific Services. When using certain Services, you also will be subject to the guidelines, terms and agreements applicable to that Service (“Service Terms”). If these Site Terms are inconsistent with any Service Terms, the Service Terms will control.

BY ACCESSING OR USING THE SITE AND ANY OF THE SERVICES, YOU EXPLICITLY AGREE TO COMPLY WITH AND BE BOUND BY THESE SITE TERMS AND SERVICE TERMS, AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE IN THE SITE TERMS AND SERVICE TERMS. IF YOU DO NOT AGREE TO ALL PROVISIONS OF THESE SITE TERMS AND/OR ANY SERVICE TERMS, DO NOT USE THIS SITE OR THE SERVICES.

YOU MAY NOT USE THE SITE AND/OR THE SERVICES IF YOU ARE UNDER 18. ANY REGISTRATION AT, USE OF, OR ACCESS TO THE SITE BY ANYONE UNDER 18 IS UNAUTHORIZED, UNLICENSED AND IN VIOLATION OF THIS AGREEMENT.

We may modify these Site Terms, the Service Terms, and/or or any policy or guideline of the Site and the Services, at any time at our sole discretion. Any modifications will be posted on this page and will be effective immediately, so we suggest you review this page on a regular basis. Your continued use of the Site after any modification will mean you agree to this Agreement as modified. If you do not agree to any amended terms, do not use the Site.

PRIVACY POLICY

Please review our Privacy Policy at www.gogearfire.com/legal/privacy-policy for information on how we collect, use and disclose personally identifiable information from users of and visitors to the Site. If any conflict exists between the Site Terms and our Privacy Policy, the Site Terms will prevail.

REGISTRATION, ACCOUNTS AND PASSWORDS

If you establish an account or register at the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by the Site (“Registration Data”), (b) maintain the confidentiality of your password and account; (c) maintain and promptly update your Registration Data, and any other information you provide to us, and keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide at the Site. You are solely responsible for all activities that occur under your password or account, whether authorized by you or not. You will (a) immediately notify us of any unauthorized use of your password or account or any other breach of security of your account or the Site; and (b) ensure that you exit from your account each time you use the Site.

We may terminate your account and access to the Site and Services if we learn that you have provided us with false or misleading Registration Data. We reserve the right at our discretion to suspend or cancel your account and/or password if we suspect that it is being used in an unauthorized or fraudulent manner. If we terminate, suspend, cancel or otherwise disable your account, you will not create another account without our permission.

PRODUCTS AVAILABLE AT THE SITE

Parties other than Gearfire operate stores, provide services or sell products at the Site. Gearfire is not responsible for, does not assume any liability for, and does not warrant the offerings or the actions of any businesses or individuals, or their content or their websites that operate stores, provide services or sell products at the Site. The Site may offer users the opportunity to place classified ads and other communications that connect buyers with sellers of certain goods. Gearfire is not directly involved in transactions between a buyer and a seller and is not a party to any contract between a buyer and a seller. Further, Gearfire does not control the quality, safety, morality or legality of any aspect of the goods offered for sale by sellers on the Site and Gearfire does not control any aspect of a seller’s decision to sell goods or a buyer’s decision to buy or pay for goods. Gearfire is not responsible for, does not assume any liability for, and does not warrant any individual’s use of the products sold on the Site or any actions any individual may take connected to the use of the products sold on the Site. Gearfire does not verify the truth or accuracy of the listings on the Site.

Gearfire is not directly involved in creating any advertisements or any descriptions that appear in advertisements that appear on the Site. Gearfire is not responsible for, does not assume any liability for, and does not warrant any of the advertisements or any of the descriptions that are in advertisements that appear on the Site. Gearfire does not warrant that product descriptions, pricing or other content at the Site is accurate, complete, reliable, current or error-free. If a price is not as stated or a product is not as described, your sole remedy is with the seller of that product as provided in the purchase terms.

Gearfire may display a Regular Price, List Price or Suggested Price for products or services at the Site and these prices represent the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The Regular Price, List Price or Suggested Price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the Regular, List Price or Suggested Price may represent “open-stock” prices, which means the aggregate of the manufacturer’s estimated or suggested retail price for each of the items included in the set or the pricing as may be provided by the Dealer

All items purchased through the Site are made pursuant to a purchase contract with the seller of such items. This means that you need to understand such purchase terms, including when you assume any risk of loss for products purchased or shipped by use of the Site.

ADVERTISEMENTS AND PROMOTIONS

Gearfire may run advertisements and promotions from third parties on the Site. Your business dealings or correspondence with, or participation in promotions of, advertisers other than Gearfire, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Gearfire is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third party content, or content of third-party advertisers’ advertisements and promotions on the Site.

USER COMMUNICATIONS

You agree that Gearfire may contact you by electronic communication, including telephone or text messages (including by an automatic telephone dialing system) at any of the email addresses or phone numbers provided by you or on your behalf in connection with your account or use of the Site or Services, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving emails or text messages from us at any time either by texting the word “STOP” to any text message using the mobile device that is receiving the messages, by using the unsubscribe link contained in the email or by contacting us at support@gearfire.com.

OWNERSHIP AND COPYRIGHT

Except as otherwise indicated, the Site, and all text, images, marks, logos and other content contained herein, including, without limitation, the Gearfire logo and all designs, text, photos, graphics, pictures, information, data, code, software, music, sound files, other files, and materials and the selection and arrangement thereof (collectively, the “Site Content”) are the proprietary property of Gearfire or its licensors, suppliers, publishers, rights holders, or other content providers and are protected by U.S. and international copyright laws. The Site and all Site Content is © 2023 Gearfire, LLC. All Rights Reserved.

TRADEMARKS

Gearfire, Gearfirehub, the Gearfire logo, the Geafirehub logo, and all other product or service names or slogans displayed on the Site are registered and/or common law trademarks of Gearfire or its licensors, suppliers, publishers, rights holders, or other content providers and may not be copied, imitated or used, in whole or in part, without the prior written permission of Gearfire or the applicable trademark holder. In addition, the Site Content, including all page headers, custom graphics, button icons and scripts, are the service mark, trademark and/or trade dress of Gearfire and may not be copied, imitated or used, in whole or in part, without the prior written permission of Gearfire. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Gearfire.

LIMITED LICENSE

Subject to the terms, conditions and restrictions set forth in these Site Terms and in the Service Terms, and your payment of any fees applicable to your use of the Site and Services, Gearfire grants you a limited, non-exclusive, personal, nonsublicensable and revocable license to access and use the Site and to view, copy and print portions of the Site Content (the “License”). The License is specifically conditioned upon the following: (i) you may only view, copy and print portions of the Site Content for your own informational, personal and non-commercial use; (ii) you may not modify or otherwise make derivative uses of the Site or the Site Content, or any portion thereof; (iii) any displays or printouts of Site Content must be marked “© 2023 Gearfire and its licensors. All rights reserved.”; (iv) you may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Site Content; (v) you may not use any data mining, robots or similar data gathering or extraction methods; (vi) you may not use the Site or the Site Content other than for its intended purpose; (vii) you may not reproduce, prepare derivative works from, distribute or display the Site or any Site Content (other than for page caching), except as provided herein; (viii) you may not frame or utilize framing techniques to enclose any Site Content, trademark, logo or other proprietary information (including images, text, page layout or form) of Gearfire, without the express written consent of Gearfire; and (ix) you may not use any meta tags or any other “hidden text” utilizing Gearfire’s name or trademarks without the express written consent of Gearfire.

Except as expressly permitted above, any use of any portion of the Site or Site Content without the prior written permission of Gearfire is strictly prohibited and will terminate the License. Your unauthorized use of the Site or Site Content may violate applicable laws, including without limitation, copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. Except as expressly stated in these Site Terms, you are not conveyed or granted, and nothing on the Site or in connection with the Services may be construed as conveying or granting any right or license, by implication, estoppel or otherwise, in or under any patent, trademark, copyright, or other intellectual or proprietary right of Gearfire or any third party.

REVIEWS, COMMENTS, COMMUNICATIONS, USE OF INTERACTIVE AREAS

The Site will contain discussion forums, bulletin boards, review services or other forums in which you or third parties may post content, messages, materials or items related to the Site and Site Content (“Interactive Areas”). If Gearfire provides Interactive Areas, you are solely responsible for your use of these Interactive Areas and you use them at your own risk. By using any Interactive Areas, you agree to comply with the Conduct Guidelines set forth in these Site Terms.

Gearfire takes no responsibility and assumes no liability for any content posted, stored or uploaded by you, other users of the Site, or any third party, or for any loss or damage thereto. Gearfire is not liable for any statements, representations, content, mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Gearfire has the right, but not the obligation, to screen, edit or monitor any of the content posted to or distributed through any Interactive Area. Gearfire reserves the right to remove or disable, without notice, any content posted or stored in the Interactive Areas if it violates these Site Terms, is unlawful or illegal, or for any or no reason. Nothing in this Agreement requires Gearfire to store content indefinitely and Gearfire does not have an obligation to investigate any claims of infringement prior to removing or disabling content.

Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site.

RIGHTS TO USER CONTENT

By posting or distributing content to or through the Site, unless we indicate otherwise, you:

(a) grant Gearfire a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such content throughout the world in any media, now known or hereafter devised;
(b) grant Gearfire and its sublicensees the right to use the name that you submit in connection with your content, if they choose to do so; and
(c) represent and warrant that (i) you own and control all of the rights to the content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute such content to or through the Site; (ii) such content is accurate and not misleading; and (iii) use and posting or other transmission of such content does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

You further grant Gearfire the right to pursue at law any person or entity that violates your or Gearfire’s rights in the content by a breach of these Site Terms.

Content submitted by users will be considered non-confidential and non-proprietary and Gearfire is under no obligation to treat such content as proprietary information. Without limiting the foregoing, Gearfire reserves the right to use the content as it deems appropriate in its sole and absolute discretion. Gearfire is under no obligation to offer you any payment for content that you submit or the opportunity to edit, delete or otherwise modify content once it has been submitted to the Site. Gearfire will have no duty to attribute authorship of content to you.

If it is determined by a court of competent jurisdiction that you retain moral rights (including rights of attribution or integrity) in any content that you submit, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the content, or any derivative works of or upgrades or updates to that content; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by Gearfire or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release Gearfire, and its licensees, successors and assigns, from any claims that you could otherwise assert against Gearfire by virtue of any such moral rights.

CONDUCT GUIDELINES

If you choose to submit, post or distribute any content on the Site, you agree to respect the rights of all users of the Site and adhere to generally accepted rules of etiquette and standards of behavior. The following conduct guidelines apply to your use of the Site and Services:

• You will not engage in any behavior at the Site or post, upload, transmit, distribute, store, create or otherwise publish through the Site any content that is unlawful, misleading, false, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, violent, nudity, graphic, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable.
• You will not solicit or attempt to solicit personal information, including, without limitation, login information, from anyone.
• You will not infringe or misappropriate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.
• You will not engage in any automated use of the system, including, without limitation, using scripts to send comments, messages, updates, blogs or bulletins or to harvest e-mail addresses or other data from the Site.
• You will do not anything that interferes with, disrupts, or creates an undue burden on the Site or the networks or services connected to the Site, including, without limitation, a denial of service attack.
• You will not upload, post, transmit or distribute viruses, corrupted data or other harmful, disruptive or destructive files or code.
• You will not upload, post, transmit or distribute any spam, junk mail, chain letters, unsolicited mass mailings, bulk messages, or content that consists of or contains political campaigning.
• You will not upload, post, transmit or distribute any content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, foreign, or international law.
• You will not use invalid or forged headers to disguise the origin of any content transmitted to or through the Site or misrepresent the origin of any information or content that you provide.
• You will not offer any contests, sweepstakes, or giveaway.
• You will not circumvent or modify, attempt to circumvent or modify, or encourage or assist any other person in circumventing or modifying any security technology or software that is part of the Site.
• You will not provide or use “tracking” or monitoring functionality in connection with the Site, including, without limitation, to identify third party’s views, actions or other activities on the Site.
• You will not sell or transfer your profile, your e-mail address or personal URLs on the Site.
• You will not use the account, user name or password of any other person to access the Site or the Services or permit any third party to use your user name or password to access the Site or receive the Services.

HYPERLINKS

You are granted a limited, non-exclusive, personal, non-sublicensable and revocable right to create a text hyperlink to the Site for non-commercial purposes, provided such link does not portray Gearfire, the Site, or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. You may not use a Gearfire logo or other proprietary graphic of Gearfire to link to the Site without Gearfire’s express written consent.

The Site may contain links to third-party Websites (“Third-Party Sites”) and third-party content (“Third-Party Content”). You use links to Third-Party Sites and any Third-Party Content at your own risk. Gearfire does not monitor or have any control over, and makes no claim or representation regarding, Third-Party Content or Third-Party Sites. Gearfire provides these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply Gearfire’s endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content. Gearfire accepts no responsibility for reviewing changes or updates to, or the quality, content, policies, nature or reliability of, Third-Party Content, Third-Party Sites, or websites linking to the Site. You should review applicable terms and policies, including privacy policies and data gathering practices, of any Third-Party Site, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

SOFTWARE LICENSE

Subject to the terms, conditions and restrictions set forth in these Site Terms and in the Service Terms, and your payment of any fees applicable to your use of the Site and Services, if Gearfire makes available to you certain software (“Gearfire Software”) for your use of the Site or the Services, Gearfire grants you a limited, non-exclusive, personal, nonsublicensable and revocable license to use the Gearfire Software solely for the purpose of enabling you to use the Site and the Services. You may not (a) include, combine or compile the Gearfire Software, or any portion thereof, into any other software or program, (b) modify, reverse engineer, disassemble or decompile the Gearfire Software, or any portion thereof, or (c) rent, lease, sell, lend, distribute or sublicense the Gearfire Software. Your right to the Gearfire Software will automatically terminate, without notice, if you violate the Site Terms, the Service Terms and any other terms governing your use of the Gearfire Software.

If you download or use Gearfire Software, such as an app or a browser plugin, you agree that from time to time, that software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software.

APP PERMISSIONS

When you use apps created by Gearfire, you may grant us certain permissions for your device. You need to understand your device and the permissions granted. We are not responsible for the permissions your device may grant to us.

Please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, still apply to your use of our apps and other mobile services.

WARRANTY DISCLAIMER

THE SITE, THE SERVICES AND THE SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. GEARFIRE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, GEARFIRE DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, INFORMATION, SITE CONTENT, CONTENT AND MATERIALS ON THE SITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. USE OF THE SITE AND THE SERVICES IS SOLELY AT YOUR RISK.

LIMITATION OF LIABILITY

YOU WAIVE AND COVENANT NOT TO ASSERT ANY CLAIMS OR ALLEGATIONS OF ANY NATURE WHATSOEVER AGAINST GEARFIRE, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, ATTORNEYS, EMPLOYEES OR AGENTS ARISING OUT OF OR IN ANY WAY RELATING TO YOUR USE OF THE SITE, THE SERVICES, INFORMATION, THE SITE CONTENT, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS OR ALLEGATIONS RELATING TO THE ALLEGED INFRINGEMENT OF PROPRIETARY RIGHTS, ALLEGED INACCURACY OF SITE CONTENT, OR ALLEGATIONS THAT GEARFIRE SHOULD INDEMNIFY, DEFEND OR HOLD HARMLESS YOU OR ANY THIRD PARTY FROM ANY CLAIM OR ALLEGATION ARISING FROM YOUR USE OR OTHER EXPLOITATION OF THE SITE AND/OR THE SERVICES. YOU USE THE SITE AND THE SERVICES AT YOUR OWN RISK.

GEARFIRE OR ANY PARTIES PROVIDING SITE CONTENT WILL NOT BE LIABLE FOR ANY LOSS PROFITS OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE, OR THE INABILITY TO USE, THE SITE, THE SERVICES, INFORMATION, THE SITE CONTENT, OR THE MATERIALS CONTAINED IN OR ACCESSIBLE THROUGH THE SITE, EVEN IF GEARFIRE OR A GEARFIRE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF THIS SUBSECTION WILL APPLY TO ANY THEORY OF LIABILITY. IN NO EVENT WILL THE AGGREGATE LIABILITY OF GEARFIRE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, EXCEED THE GREATER OF TEN U.S. DOLLARS ($10.00) OR THE AMOUNT YOU ACTUALLY PAID TO GEARFIRE, IF ANY, IN THE SIX MONTHS PRIOR TO THE EVENT WHICH GAVE RISE TO THE CLAIM.

WHEN YOU USE THE GEARFIRE SITE AND/OR SERVICES, YOU MAY BE USING THE SERVICES OF ONE OR MORE THIRD PARTIES OR OBTAINING PRODUCTS OR SERVICES FROM THIRD PARTIES. YOUR USE OF THESE THIRD PARTY PRODUCTS OR SERVICES MAY BE SUBJECT TO THE SEPARATE POLICIES, TERMS OF USE, AND FEES OF THESE THIRD PARTIES. IN NO EVENT WILL GEARFIRE BE SUBJECT TO DAMAGES RELATED TO ANY SUCH THIRD PARTIES.

Some of the above limitations of liability may not apply to you. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. In such cases, Gearfire’s liability will be limited to the fullest extent permitted by the applicable law.

GOVERNING LAW AND DISPUTES

This Agreement and performance hereunder will be governed by, and construed in accordance with, the laws of the state of Arizona, without giving effect to conflict of law principles. You will resolve any claim, cause of action or dispute in any way related to your use of the Site, the Services, or any products or services sold or distributed by or through the Site exclusively in the federal and state courts located in Phoenix, Arizona. You consent to the personal jurisdiction of courts located in Phoenix, Arizona, stipulate to the fairness and convenience of proceedings in such courts, and irrevocably waive, and covenant not to assert, any objection to such venue.

If anyone brings a claim against Gearfire related to your actions, content or information on the Site, you will indemnify and hold harmless Gearfire from and against all damages, losses, liabilities and expenses of any kind, including reasonable legal fees and costs, related to such claim.

COPYRIGHT COMPLAINTS

If you believe that material posted on the Site infringes upon any copyright that you own or control, or that any link on the Site directs users to another website that contains materials that infringes upon any copyright that you hold or control, you may file a notification of such infringement with our Designated Agent as set forth below:

Name of Agent Designated to Receive Notification of Claimed Infringement: Gearfire, LLC
ATTN: Chad Seaverns
Gearfire, LLC
7500 N Dobson Road, Suite 220
Scottsdale, AZ 85256
Email: chads@gearfire.com
Telephone Number of Designated Agent: (480) 696-4300

Any notification must include the following information:

1. Identity of the copyrighted work that you claim has been infringed, or, if multiple works, a representative list of the copyrighted works that you claim have been infringed.
2. Identification of the material that you claim is infringing and where it is located on the Site.
3. Your street or mailing address, telephone number and email address.
4. A statement by you that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
5. A statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner, or are authorized to act on the copyright owner’s behalf.
6. Electronic or physical signature of the copyright owner or of a person authorized to act on the copyright owner’s behalf.

We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, electronic mail to a user’s email address in our records, or by written communication sent by first-class mail to a user’s address in our records.

Gearfire has adopted a policy of terminating, in appropriate circumstances and at Gearfire’s sole discretion, subscribers or account holders who are deemed to be repeat infringers. Gearfire may also at its sole discretion limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

SEVERABILITY

If any provision of these Site Terms will be deemed unlawful, void or for any reason unenforceable, then that provision will be deemed severable from these Site Terms and will not affect the validity and enforceability of any remaining provisions.

QUESTIONS AND COMMENTS

If you have any questions or comments regarding these Site Terms or your use of the Site or the Services, please submit them to us at privacy@gearfire.com.

©2023 Gearfire, LLC