These Terms of Use (the “Terms”) constitute an agreement governing the use of the Services (defined below) provided by Gustav Technologies, Inc., a Delaware corporation doing business as Gustav VMS, Candidately and World Staffing Summit collectively referred to as the Gustav Services. In these Terms, references to “Gustav Services”,”Services”, “Service” “Company”, “we”, “us”, and “our” refer to Gustav Technologies, Inc.; “you”, “your”, and “yours” refer to the organization identified as the Customer. You are sometimes referred to herein as “User”. We and you are each sometimes referred to herein as a “party”.
We recommend that you read this Terms Of Use in its entirety to ensure you are fully informed before you start using any of the Gustav Services.

ACCEPTANCE OF TERMS

YOUR USE OF ALL SERVICES OFFERED BY GUSTAV TECHNOLOGIES, INC. COLLECTIVELY REFERRED TO AS THE GUSTAV SERVICES ARE SUBJECT TO THESE TERMS, AND YOU MAY USE GUSTAV SERVICES IF YOU AGREE TO THESE TERMS. BY CHECKING A BOX INDICATING YOU ACCEPT THESE TERMS, OR BY ACCESSING OR USING GUSTAV SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AS WELL AS THE MOST-RECENT VERSION OF OUR PRIVACY POLICY. THESE TERMS CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN YOU, THE PERSON USING ANY OF OUR WEBSITES (SUCH AS, BUT NOT LIMITED TO HTTPS://HELLOGUSTAV.COM/, HTTPS://WWW.CANDIDATE.LY/, OR HTTPS://WWW.WORLDSTAFFINGSUMMIT.COM/ ). IF YOU ARE USING GUSTAV SERVICES ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOUR USE CREATES A LEGALLY BINDING CONTRACT BETWEEN YOUR EMPLOYER OR ENTITY AND GUSTAV TECHNOLOGIES, INC. WE MAY CHANGE THESE TERMS OR OUR PRIVACY POLICY AT ANY TIME, AND SUCH CHANGES WILL BE POSTED ON THIS OR A SIMILAR PAGE OPERATED BY US. IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS EACH TIME YOU USE GUSTAV SERVICES. BY CONTINUING TO USE GUSTAV SERVICES, YOU CONSENT TO ANY CHANGES TO OUR TERMS OR PRIVACY POLICY.

IF YOU DO NOT AGREE WITH (OR CANNOT COMPLY WITH) THESE TERMS OF USE, THEN YOU MAY NOT USE ANY OF THE GUSTAV SERVICES, BUT PLEASE LET US KNOW BY EMAILING AT TEAM@HELLOGUSTAV.COM SO WE CAN TRY TO FIND A SOLUTION. THESE TERMS APPLY TO ALL VISITORS, USERS AND OTHERS WHO WISH TO ACCESS OR USE ANY OF THE GUSTAV SERVICES.

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DESCRIPTION OF SERVICES

Gustav Services are cloud-based software-as-a-service products and services for the recruiting and staffing industry, including but not limited to software that helps to distribute jobs to recruiting and staffing companies, receiving and reviewing submitted candidates, managing the communication between each staffing companiesy, reviewing performance KPIs, sending candidate resumes/CVs to clients, managing resumes/CVs, as well as other services including but not limited to educational events and webinars.

The following products and services are collectively referred to as the “Gustav Services” and include but are not limited to:

Candidately - a software that supports staffing and recruiting teams with candidate presentation and candidate marketing.

Gustav VMS -  a vendor management software that enables staffing and recruiting firms to manage the distribution of jobs and candidate submittals to and from their sub-vendors and partners.

World Staffing Summit - an online conference for staffing and recruiting professionals.

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REGISTRATION

Before you are allowed to use any Gustav Services, you must complete an online registration process, which is usually initiated by an invitation email and includes acceptance of these Terms of Use and our Privacy Policy.

All users must complete all mandatory registration fields with true, accurate, current and complete content. If your information changes, please promptly update your account accordingly to ensure that Gustav Services can provide you with accurate and appropriate services. We may suspend or terminate your access to and use of any of our sites and any Gustav Services if we have reason to believe that the information you provide upon registration or in any account update is untrue, inaccurate, not current, incomplete, or for other reasons in our sole discretion. You are responsible for maintaining the confidentiality of any password you provide or are provided during the registration process, and you are responsible for all activities that occur under your password or account. Under no circumstances may you share account information with users outside your organization. Registered users will have the ability to add new users within their same organization. Any additional users must be added only through registering these users as users of an existing account through an email that is linked to that account.

By creating an account, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or by emailing at team@hellogustav.com.

PRIVACY POLICY

Our Privacy Policy (available at: https://www.candidate.ly/legal/privacy-policy), which is part of these Terms, describes how we collect, protect, and use your Data and certain other information about you. We encourage you to read the Privacy Policy, and to use the information it contains to help you make informed decisions.

PURCHASES & SUBSCRIPTIONS

If you wish to purchase any product or service made available through us (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.

We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy.

We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. 

Some parts of Gustav Services are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may upgrade, downgrade, or cancel your subscription at any time. Once payment has been made, we do not offer refunds for cancellation. You may cancel your Subscription renewal either through your online account management page or by contacting Gustav Technologies, Inc. customer support team at team@hellogustav.com.

A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide Gustav Technologies, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Gustav Technologies, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Gustav Technologies, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

FREE TRIAL

We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”).

You may be required to enter your billing information in order to sign up for Free Trial.

If you do enter your billing information when signing up for Free Trial, you will not be charged by Gustav Technologies, Inc. until Free Trial has expired. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, we reserve the right to (i) modify Terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.

FEE CHANGES

In our sole discretion and at any time, we may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

We will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

CONTESTS, SWEEPSTAKES AND PROMOTIONS

Any contests, sweepstakes or other promotions (collectively, “Promotions”) made available through Gustav Services may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, Promotion rules will apply.

REFUNDS

Except when required by law, paid Purchases & Subscription fees are non-refundable.

LICENSE TO USE GUSTAV SERVICES

Gustav Technologies, Inc. grants to you a personal, non transferable, nonexclusive, revocable, limited license to access, view, download and use any of our sites and all content we provide to you through Gustav Services solely for your internal business. We own and will continue to own all rights, title and interest in and to HelloGustav.com, Candidate.ly, Worldstaffingsummit.com, our logo, trademarks and service marks, and all intellectual property rights in connection with the foregoing (e.g., without limitation, copyright, trademark, patent and trade secret rights). No ownership interests will be transferred to you simply by your use of Gustav Services. We may terminate this license at any time for any reason. If you breach any of these Terms, your rights and this license will terminate, you must immediately cease using Gustav Services, and you must return or destroy (with written certification to us) all copies, including electronic copies, of content then in your possession or control.

CONTENT

Gustav Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“User Content”). You are responsible for Content that you post on or through Gustav Services, including its legality, reliability, and appropriateness.

By posting Content on or through Gustav Services, you represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Gustav Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright. We reserve the right but not the obligation to monitor and edit all Content provided by users.

You grant to us a non-exclusive, worldwide, royalty-free and fully paid license to use, reformat, display, modify and create derivative works of the User Content to the extent necessary for us to provide you with the services you request and that require your User Content for you to receive such services. Given the nature and type of services we provide to you, you agree that the license to your User Content includes, as necessary, our right to share your User Content with other users. To the extent User Content consists of personally identifiable information, the terms of our Privacy Policy will apply.

You are strictly prohibited from posting any User Content that:

• infringes the copyright, trademark, privacy, publicity, likeness, or other intellectual property rights of any person;
• is defamatory;
• contains nudity or sexually explicit content, or is otherwise obscene;
• may disparage any ethnic, racial, sexual, religious, or other group by stereotypical 

depiction or otherwise;

• depicts individuals under 18 years of age;
• depicts or advocates the use of illicit drugs;
• makes use of offensive language or images; or
• characterizes violence as acceptable, glamorous or desirable.

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ERROR REPORTING & FEEDBACK

In the event you choose to provide us with any feedback, suggestions, error reporting or similar communications, ("Feedback") such Feedback will be considered nonproprietary, non-confidential and, unless you include personally identifiable information as described in our Privacy Policy, non-personal information. You hereby grant us a perpetual, assignable, unrestricted, worldwide, royalty-free, irrevocable right to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback, in whole or in part, and including all intellectual property rights therein.

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LINKS TO 3RD PARTY WEBSITES

User Content may include links (“Links”) that enable users to access websites that are owned and operated by third parties (e.g., LinkedIn, Github, etc.) (“Third Party Sites”) and which are provided as a convenient method of accessing information that may be useful to other users. Links may be separately uploaded with or embedded inside your User Content. You represent that you have obtained all necessary permissions from any affected individuals to provide any Links to pages containing information of such individuals (i.e., access to an individual’s LinkedIn page, etc.). As a user who may use information provided on a Third Party Site, you acknowledge that Gustav Technologies, Inc. is not affiliated in any way with any Third Party Sites, and that if you click on a Link to a Third Party Site, once you have left any Gustav Services, we have no further control over the content and materials that you will be viewing on the Third Party Site. We are not responsible for the content, accuracy, or opinions expressed on any Third Party Site. We will not, and are under no obligation to, investigate, monitor or check the Third Party Sites for accuracy or completeness, or for any obscene, scandalous, inflammatory, pornographic, indecent, profane, defamatory or unlawful content or materials. Inclusion of any Link or Banner Ad to a Third Party Site that is placed on our Site does not imply approval or endorsement of the Third Party Site. If you decide to leave Gustav Services and access a Third Party Site, you do so at your own risk and any information you obtain or use is at your sole responsibility and liability. We are not responsible for the privacy policies applicable to Third Party Sites. Once you link to a Third Party Site, our Privacy Policy is no longer in effect. 

YOU ACKNOWLEDGE AND AGREE THAT GUSTAV TECHNOLOGIES, INC. SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

PROHIBITED USES

You are solely responsible for your own conduct when using Gustav Services, and for providing accurate and truthful information. You are expected and required to use Gustav Services and any User Content you provide or are provided in a professional, courteous and confidential manner. You should always act responsibly and exercise good judgment when using the information provided to you by us. As Gustav Services are provided by and for business professionals, you are expected to exercise the highest level of professionalism and care in all transactions you conduct through Gustav Services. By using Gustav Services, you agree to treat all User Content you receive as confidential information, and you will not use any such User Content for any purpose outside of the express purposes for which it is provided to you, nor will you disclose User Content to any third party outside of your organization without the owner’s prior written consent. 

Without limiting the foregoing, you will not:

• violate any local, state, provincial, national, or other law or regulation, or any order of a court;
• infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity, confidentiality or contractual rights;
• interfere with or damage the Gustav Services, including, without limitation, launching viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
• use Gustav Service to transmit, distribute, post or submit any information concerning any other person or entity without obtaining their or its express written consent, including without limitation, photographs or other likenesses, text, drawings, graphics or other creations or works of art, or any personally identifiable information;
• use Gustav Services to facilitate the distribution of unsolicited commercial email (“spam”) or advertisements;
• “stalk” or harass any other user or collect or store any information about any other user other than for purposes of engaging in a legitimate and legal transaction of the type described in these Terms;
• register for more than one user account;
• impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
• use automated scripts to collect information or otherwise interact with the Gustav Services;
• advocate, encourage, enable or assist any third party in taking any of the foregoing actions. 

You understand and acknowledge that the foregoing is a non-comprehensive list of examples of prohibited conduct, and in such an event, we reserve the right to cancel a user, temporarily or permanently suspend a user, and take other actions against a user (including legal action) that we believe necessary and appropriate in our sole discretion.

USER DISPUTES

You are solely responsible for your interactions with other users of Gustav Services. We will not be responsible for any damage or harm resulting from your interactions with other users. We will not and have no obligation to monitor interactions between you and other users, nor will we take any action on your behalf against any other user. By using Gustav Services you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users will be limited to a claim against the particular user or users who caused you harm. You agree not to attempt to impose liability on, or seek any legal remedy from us. You hereby release us from any and all claims, demands, damages (actual, consequential, nominal, punitive, or otherwise), equitable relief, and any other legal, equitable, and administrative remedy, of every kind and nature, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, past, present, or future, arising out of or in any way connected with your communication or interaction with other users on the Site.

RELEASE

You understand that Gustav Services are provided to you as a convenient service only; and that we do not and will not, nor are Gustav Services intended to be used as a means of offering any professional, business, financial or legal advice or any other recommendations to users with respect to positions, candidates, or other such decisions. Your use of User Content, Third Party Information, and/or the services provided through Gustav Services and the decisions you make from your use of any of the foregoing are yours alone. We disclaim any and all liability and responsibility for any decisions you make or any damages you incur (whether direct, indirect, consequential, or otherwise) that are in any way connected with Gustav Services, User Content, or the conduct of any user, including, without limitation, for any actual or alleged damage of any kind or nature.

TERMINATION

We may, in our sole discretion, suspend or terminate your access to and use of the Gustav Services immediately if you violate any applicable law or regulation or fail to comply with any provision of these Terms, or any other agreement pertaining to the use of Gustav Services, including payment of any amounts due to us or to other Gustav users under such agreements. Our users may report any actual or potential violations of these Terms at any time, and we reserve the right to suspend, terminate, or limit the services you may use on Gustav Services based upon such reported actual or potential violations, or for any other reason, in our sole discretion. If we terminate your use of any Gustav Services because you have breached these Terms, you shall not be entitled to a refund of any portion of the fees or payments (if any) that you paid for your license to access and use Gustav Services, and you shall remain obligated to pay the remainder of any amounts still owed to us or to other users.

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MODIFICATIONS TO GUSTAV SERVICES

We may, in our discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of Gustav Services offered thereon. We will not be liable if for any reason all or any part of Gustav Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of Gustav Services, or the entire Service, to users, including registered users.

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NO USE BY MINORS

Gustav Services are intended only for access and use by individuals at least eighteen (18) years old. By accessing or using any Gustav Services, you warrant and represent that you are at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this agreement and abide by all of the terms and conditions of Terms. If you are not at least eighteen (18) years old, you are prohibited from both the access and usage of any Gustav Services.

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LEGAL COMPLIANCE

You must comply with any and all applicable local, state, national and international laws and regulations when using any Gustav Services.

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DISCLAIMER OF WARRANTIES

IF YOU USE GUSTAV SERVICES, INCLUDING USE IN ANY MANNER OF ANY THIRD PARTY INFORMATION PROVIDED TO YOU THROUGH GUSTAV SERVICES, YOU DO SO AT YOUR SOLE RISK. ALL RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT GUSTAV SERVICES OR ANY THIRD PARTY INFORMATION PROVIDED IN CONNECTION WITH A GUSTAV SERVICE (A) WILL MEET YOUR REQUIREMENTS; (B) BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE CONTENT OR USER CONTENT WILL BE ACCURATE OR RELIABLE; (D) WILL MEET YOUR EXPECTATIONS; OR (E) ANY ERRORS WILL BE CORRECTED.

IF YOU ACCESS OR TRANSMIT ANY USER CONTENT THROUGH GUSTAV SERVICES YOU DO SO AT YOUR OWN DISCRETION AND YOUR SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE ARISING OUT OF SUCH ACCESS OR TRANSMISSION.

NO DATA, INFORMATION OR RECOMMENDATIONS OBTAINED BY YOU IN ORAL OR WRITTEN FORM FROM US, OTHER USERS, OR THROUGH GUSTAV SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

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LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, ANY DIRECT, INCIDENTAL, GENERAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOSS OF BUSINESS OR PROFITS, LOSS OF DATA, COMPUTER VIRUSES, TECHNICAL, HARDWARE OR SOFTWARE FAILURES, LOST OR UNAVAILABLE NETWORK CONNECTIONS, OR FAILED, INCOMPLETE, GARBLED OR DELAYED TRANSMISSIONS) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING FROM OR RELATING TO: (A) YOUR USE OR INABILITY TO USE GUSTAV SERVICES; (B) HARM OR DAMAGE TO OUR PERSONALLY OR TO YOUR PROPERTY AS A RESULT OF GUSTAV SERVICES, INCLUDING WITHOUT LIMITATION, DAMAGES ARISING FROM YOUR INTERACTIONS WITH OTHER USERS OR PERSONS INTRODUCED TO YOU THROUGH USE OF GUSTAV SERVICES; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF INFORMATION OR USER CONTENT; (D) ANY HARM TO YOU CAUSED IN WHOLE OR PART BY A THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANOTHER USER OF GUSTAV SERVICES; (E) STATEMENTS, CONDUCT OR OMISSIONS OF ANY OTHER USER; OR (F) CONTENT OR USER CONTENT. 

WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FAILURE OR DELAY IN PROVIDING SERVICES OR ANY AVAILABILITY OF GUSTAV SERVICES DUE TO CAUSES BEYOND OUR REASONABLE CONTROL.

TO THE EXTENT PERMITTED BY LAW, YOUR SOLE AND EXCLUSIVE REMEDY UNDER THESE TERMS IS TO DISCONTINUE USING GUSTAV SERVICES. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY IN ANY MATTER ARISING FROM OR RELATING TO WITH OUR SERVICES OR THESE TERMS EXCEED THE SUM OF ONE HUNDRED U.S. DOLLARS ($100.00).

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INDEMNITY

You agree to indemnify, defend and hold us (and each of our officers, directors, and employees) harmless from any and all injuries, damages, losses, liabilities, claims, judgments and settlements, including all reasonable costs, expenses and attorneys’ fees arising from or related to (a) any breach by you of these Terms or applicable law, (b) your negligent or willful act or omission while using Gustav Services, (c) your use or disclosure of any Third Party Information, (d) your infringement or misappropriation of our intellectual property rights or trade secrets, (e) your infringement or misappropriation of the intellectual property rights, trade secrets, rights of privacy or publicity of any third party (including any other user), or (f) any User Content, including Links and websites visited from such Links. We will control any such defense and related settlement and you will reasonably assist us therewith at your expense.

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INTELLECTUAL PROPERTY

Gustav Services and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of Gustav Technologies, Inc. and its licensors. Gustav Services are protected by copyright, trademark, and other laws of the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Gustav Technologies, Inc..

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CONFIDENTIALITY; PROPRIETARY RIGHTS

Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of Services (“Customer Data”). Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Disclosing Party or (e) is required to be disclosed by law.

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(a)  Customer will own all right, title and interest in and to Customer Data, as well as the data based on or derived from Customer Data and provided to Customer as part of Services. Company will own and retain all right, title and interest in and to (a) Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

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(b)  Notwithstanding anything to the contrary, Company will have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

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COPYRIGHT POLICY

We respect the intellectual property rights of others. It is our policy to respond to any claim that Content posted on Service infringes on the copyright or other intellectual property rights (“Infringement”) of any person or entity.

If you are a copyright owner, or authorized on behalf of one, and you believe that the copyrighted work has been copied in a way that constitutes copyright infringement, please submit your claim via email to team@hellogustav.com, with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged Infringement as detailed below, under “DMCA Notice and Procedure for Copyright Infringement Claims”

You may be held accountable for damages (including costs and attorneys' fees) for misrepresentation or bad-faith claims on the infringement of any Content found on and/or through Service on your copyright.

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GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of State of New York without regard to its conflict of law provisions.

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ATTORNEYS FEES

The prevailing party in any action brought under this agreement shall be entitled to reasonable attorney's fees and costs.

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FORCE MAJEURE

Gustav Technologies, Inc. shall not be liable to you for any delay or failure of Gustav Technologies, Inc. to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Gustav Technologies, Inc. Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, labor strike, or delays by you in performing any requirements hereunder.

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AMENDMENTS TO TERMS

We may amend Terms at any time by posting the amended terms on this site. It is your responsibility to review these Terms periodically.

Your continued use of Gustav Services following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use any Gustav Services.

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MISCELLANEOUS

If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable. This agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this agreement without consent. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

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PUBLIC ANNOUNCEMENTS

You grant us the right to use your name, logo, trademarks and/or trade names in press releases, webpages, product brochures and financial reports indicating that you are a customer of ours. All other public statements or releases will require the mutual consent of the parties. You agree to reasonably cooperate with us to serve as a reference account upon request.

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ACKNOWLEDGEMENT

BY USING GUSTAV SERVICES OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.

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CONTACT

Please send your feedback, comments, requests for technical support

by email to team@hellogustav.com.