Terms of Service
These Terms of Service ("Agreement") are a legal contract between Gabriels Technology Solutions Inc., a New York State corporation ("Gabriels Technology Solutions") and the entity or person accessing or using the Gabriels Technology Solutions Services ("Customer" or "you"). By accessing or using the Gabriels Technology Solutions Services, you agree to be bound by the terms and conditions set forth in this Agreement. If you are using the Gabriels Technology Solutions Services on behalf of a company, you represent that you are authorized to accept this Agreement on behalf of your company.
Gabriels Technology Solutions reserves the right to modify the terms and conditions of this Agreement and any changes will be effective upon posting. It is your responsibility to review this Agreement periodically. If you do not agree to any modifications, please discontinue using the Gabriels Technology Solutions Services.
1. Definitions
1.1 Affiliates: Entities that directly or indirectly Control, are Controlled by, or are under common Control with another entity.
1.2 Confidential Information: Information disclosed by either party marked or designated as confidential or proprietary.
1.3 Customer Content: Content and material supplied or made available to Gabriels Technology Solutions by the Customer.
1.4 Documentation: Instructions, help files and manuals provided by Gabriels Technology Solutions.
1.5 Gabriels Technology Solutions Services: Services for website development, maintenance, hosting and related purposes.
1.6 Gabriels Technology Solutions Templates: Template forms for Terms of Service and Privacy Policy provided by Gabriels Technology Solutions.
1.7 Order Form: Document specifying Gabriels Technology Solutions Services, pricing and mutually executed by the parties.
2. Gabriels Technology Solutions Services
2.1 Provision of Services: Gabriels Technology Solutions will make the services available per this Agreement and applicable Order Form.
2.2 Customer Limitations: Restrictions on reverse engineering, distribution, use and compliance with laws.
2.3 Customer Responsibilities: Customer is responsible for use under its account, content, preventing unauthorized access and obtaining necessary equipment.
2.4 Templates Not a Substitute for Legal Advice: Gabriels Technology Solutions Templates are for private use and customers should consult legal counsel for accuracy.
2.5 Delays to Subscription Start Date: Responsibilities and valid reasons for delaying the Subscription Start Date.
2.6 Website Launch: Process, timeline and responsibilities for launching the website.
3. Fees
3.1 Fees: Customer will pay fees specified in the Order Form. Gabriels Technology Solutions reserves the right to change prices with notice.
3.2 Payment: Quoted fees are non-cancelable and non-pro-ratable. Late fees apply for unpaid invoices.
3.3 Payment Method: Authorization for automatic charges using the payment method on file.
3.4 Net of Taxes: Customer is responsible for applicable taxes except U.S. taxes on Gabriels Technology Solutions's net income.
4. Proprietary Rights and Confidentiality
4.1 Ownership Rights: Gabriels Technology Solutions exclusively owns all right, title and interest in the Gabriels Technology Solutions Services.
4.2 Gabriels Technology Solutions Marks: Customer granted a license to use Gabriels Technology Solutions Marks for promotional purposes.
4.3 Feedback: Gabriels Technology Solutions has discretion to use customer-provided feedback for product and service improvement.
4.4 Customer Content: Customer grants Gabriels Technology Solutions a license to use Customer Content in connection with providing the services.
4.5 Confidentiality: Both parties agree to use and protect each other's Confidential Information.
4.6 Aggregated Information: Gabriels Technology Solutions has the right to aggregate and analyze data relating to the Gabriels Technology Solutions Services.
5. Warranties and Disclaimers
5.1 Warranties by Gabriels Technology Solutions: Commercially reasonable efforts to maintain services with minimized errors and interruptions.
5.2 Warranties by Customer: Customer warrants necessary rights, compliance with laws and no infringement of intellectual property rights.
5.3 Disclaimer: Gabriels Technology Solutions disclaims all warranties except as expressly set forth. Not responsible for third-party products.
6. Indemnification
Customer will defend Gabriels Technology Solutions against third-party claims arising from Customer Content, breach of this Agreement, or use of Gabriels Technology Solutions Templates.
7. Limitation of Liability
Gabriels Technology Solutions's liability is limited to the amounts paid by Customer under the applicable Order Form in the twelve months preceding the incident.
8. Termination
8.1 Term: Commences on the Effective Date and continues until terminated as specified. Automatic renewal unless notice of non-renewal is given.
8.2 Termination: Either party may terminate for no active Order Forms or material breach.
8.3 Early Termination by Customer: Customer may terminate with notice and payment of remaining fees.
8.4 Suspension of Gabriels Technology Solutions Services: Gabriels Technology Solutions may suspend services for License Restrictions violation or unpaid invoices.
8.5 Survival: Certain terms survive termination.
9. General
9.1 Export Compliance: Parties will comply with export laws.
9.2 Publicity: Gabriels Technology Solutions may refer to Customer's name and trademarks for marketing. Link to Gabriels Technology Solutions's website may be included in the footer of the Customer Website.
9.3 Assignment; Delegation: Restrictions on assignment without consent. Gabriels Technology Solutions may perform obligations through its Affiliate.
9.4 Amendment; Waiver: Gabriels Technology Solutions may modify this Agreement with notice. No waiver unless expressly stated.
9.5 Relationship: No partnership or joint venture.
9.6 Unenforceability: If any provision is invalid, the remainder of the Agreement will remain in full force and effect.
9.7 Governing Law: Governed by the laws of the State of California, USA.
9.8 Notices: Notices must be in writing.
9.9 Entire Agreement: Entire agreement between Customer and Gabriels Technology Solutions, superseding all prior agreements