1.2 These Terms govern your access to and use of the App, the Content, the Services (as such terms are defined below) and the features contained therein.
1.3 The term “us”, “we,” or “our”, refers to GoSource, the owner of the App. The term “you” refers to any User of the App (as defined below).
1.4 The term “including” is not intended to be exclusive and means “including without limitation”.
These Terms are effective as of the date you first install, access or use the App. Such installation, access or use of the App indicates your acceptance of the terms and conditions contained herein and you agree to be bound by these Terms with respect to your access and use of the App.
For the purpose of these Terms:
3.1 “App” means the mobile application offered by GoSource, in its latest version, and all documentation, Content, and Services that will be made available by us to you.
3.2 “Account” means an account opened for the User on the App.
3.3 “Content” means any input or data displayed or otherwise available on or through the App, including through the chat function, whether published and/or uploaded and/or posted by us, by you or by any other person or entity, including with respect to Vendors and Products and including any User Content.
3.4 “External Sites” means any third-party websites, plug-ins or applications.
3.5 “Product(s)” means materials, tools, equipment and/or other products or services offered and/or supplied by a Vendor.
3.6 “Services” means all services provided through the App, including (among others) a chat function, an option for visual search, and the ability to purchase Products from Vendors. As part of the Services, GoSource may also send notifications relating to the App.
3.8 “User” means any person or entity installing, accessing or using the App.
3.9 “User Content” means any input or data published, displayed, and/or uploaded by the User on or to the App, including, but not limited to documents, text, photographs or any other form of information.
4. Limited License
4.1 GoSource hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install, access and use the App and to access and use the Services by yourself, all under the condition that you comply with all of your obligations under these Terms. We grant you no other rights, implied or otherwise.
4.2 The User hereby grants GoSource a non-exclusive, worldwide, royalty-free license to access, use, process, copy, distribute, perform, export and display any and all User Content (and all copyright, publicity, trademarks, database rights, and intellectual property in the User Content), in any media known now or in the future, as may be necessary (i) for the provision of the Services, (ii) to address any security, maintenance, support or technical issues, (iii) to comply with any applicable laws, statutes, directives, regulations or any other legislation, codes of practice or regulatory rules.
5. The App
5.1 You expressly acknowledge and agree that any access to, or use of, the App, and any consequences thereof, are at your sole risk, responsibility and liability.
5.2 In order to access the App and the Services, you will be required to open an Account and to provide your personal details, such as your name and telephone number as part of the registration process to the App. You are responsible for providing up-to-date, accurate information, maintaining the confidentiality and security of your Account and credentials, as well as for all activities that occur in your Account.
5.3 The form and/or features of the App or Services, including the Products available through the App, may change from time to time without prior notice, as well as the Vendors offering such Products through the App.
5.4 We may, at our sole discretion and at any time: (a) stop (permanently or temporarily) operating the App, providing the Services, completely or with respect to certain Products or Vendors; (b) stop displaying any of the Content; and/or (c) remove any Vendor from the App. We may terminate your access to the App and the Services, at our sole discretion at any time, without notice and without liability to us.
5.5 We also retain the right to restrict the use of, or access to, the App and the Services by you or any other Users, at our sole discretion at any time without notice and without liability to us.
6. The Content
6.1 You agree and acknowledge that any use or reliance on any Content presented on the App is at your own discretion and does not impose any responsibility or liability on GoSource.
6.2 The Content does not constitute a recommendation, opinion, advice and/or offer to purchase a Product, and any reliance upon any Content shall be at the User’s sole risk. GoSource shall bear no responsibility for the User’s reliance upon any Content and/or for the degree to which the Content accords with the User’s use and/or needs. GoSource disclaims all responsibility for any Content and does not guarantee its accuracy.
6.3 GoSource takes no responsibility and assumes no liability for any Content, and does not warrant against deletion of any Content. GoSource is not obligated to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to Content.
6.4 GoSource does not guarantee and/or warrant that the Content is true, accurate or up-to-date.
6.5 Accordingly, GoSource encourages you to be careful and cautious when using the Content and/or the Services. Any use of the Content and/or the Services is at your own risk.
6.6 GoSource will have access to, and may use, the Content in accordance with these Terms.
7. The Products
7.1 You agree and acknowledge that any purchase and/or use of a Product is at your own discretion and risk and does not impose any responsibility or liability on GoSource.
7.2 The listing of a Product on the App does not constitute a recommendation, opinion, advice and/or offer to purchase such Product. You are responsible for reading the Product specifications and for verifying that the Product meets your specific needs. GoSource does not endorse or verify any Product or the specifications thereof, and does not endorse the Vendors providing such Products (for example, GoSource does not vet Vendors or conduct background checks on them). GoSource shall bear no responsibility for the degree to which the Product accords with the User’s intended use and/or needs. GoSource disclaims all responsibility for any Product, does not guarantee its condition, compatibility or fitness for a specific purpose, and does not provide any warranty with respect to Products.
7.3 GoSource shall in no way be responsible for the transfer or shipment of the Product from the Vendor to the User.
7.4 You expressly acknowledge and agree that all purchases of Products are at your sole risk, responsibility and liability. Accordingly, GoSource encourages you to be careful and cautious when purchasing a Product through the App.
8. Pricing and Payments
8.1 You may purchase certain Products from Vendors through the App, e.g., using a credit card. Such payments will be processed by a third-party and transferred to the relevant Vendor.
8.2 The prices of Products are set by the Vendors. You acknowledge that the pricing of a Product may change from time to time at Vendor’s sole discretion and GoSource does not guarantee that a specific price will apply to any Product. Reliance upon any price published in the App is at User’s sole risk and GoSource shall not be liable for any damages caused to the User and/or any third party due to price changes.
9. External Sites
9.1 The Services may enable access to External Sites.
9.3 You understand that by using any External Site, you may encounter content that may be deemed offensive, indecent, or objectionable. You acknowledge and agree that we are not responsible for any content published on an External Site.
10. Notifications and Promotional Offers [Note to Company: please review this section. Additional modifications may be necessary to meet local marketing communications laws]
10.1 By using the App, you agree to receive marketing communications from us in the App [Note to Company: is this relevant? If so, will you collect email addresses, in order to send such marketing communications via email as well?], unless you have opted out of receiving such marketing communications. You can change your contact preferences at any time by sending us an email with your request to the email that appears in the Contact Information section below. If you wish to stop receiving marketing communications from us, you may ask us to stop sending you marketing communications at any time by following the opt-out link on any marketing message sent to you or by contacting us.
10.2 By using the App, you also agree that we can send notifications to your mobile device (push notifications) or email regarding your activity [Note to Company: please see the note above. Will you collect email addresses?], or activity relating to you, in the App. At any time, you can manage your push notification preferences or deactivate these notifications by turning off the notification settings in the device settings of your mobile device. You may ask us to stop sending email notification to you at any time by contacting us.
11. Problems with the App
11.1 We do not guarantee that our App will be compatible with any device or software which you may use, or that the App or Services will be uninterrupted or error free.
11.2 We shall not be liable, regardless of the cause or duration, for inability to use the App and/or the Services or any part thereof, and/or for any errors, inaccuracies, omissions, or other defects in, the information contained in our App (including the reliance upon any such information), for any delay or interruption in the transmission thereof to you, or for any related claims or losses.
12. Restrictions on Content and Use of the App
12.1 You may not access the App or Services if:
12.1.1 You are not at least 18 years old, or older, if otherwise required by the laws of the country where you reside, to be authorized to accept these Terms without the approval of a legal guardian;
12.1.2 You are a person who is either barred or otherwise legally prohibited from receiving or using the App under the laws of the country in which you are resident, or from which you use or access the App; or
12.1.3 Such access or use are made in a manner which is inconsistent with these Terms and all applicable laws, rules and regulations.
12.2 You may not do any of the following while accessing the App or using the Services:
12.2.1 use the App otherwise than in compliance with these Terms and all applicable laws and regulations;
12.2.2 facilitate or encourage any violation of these Terms;
12.2.3 except as otherwise provided in these Terms, copy, reproduce, print, download or save a copy, republish, display, perform, advertise, distribute, transmit, broadcast, decompile, reverse engineer, disassemble, attempt to derive the source code of, adapt, modify, create derivative works from, sell, rent, lease, loan or otherwise make available or exploit in any form or by any means all or any portion of the App or any Content, for any purpose;
12.2.4 scrape, or otherwise cache any Content;
12.2.5 remove or alter any patent numbers, copyright notices, trademark notices or other proprietary notices or identifying marks, symbols or legends included in the App;
12.2.6 use the App for any unlawful purpose or for promotion of illegal activities;
12.2.7 use the App to abuse, harass, threaten, impersonate or intimidate any person;
12.2.8 use the App for interfering with, or disrupting (or attempting to do so), the access of any person, host or network, including, without limitation, by uploading and/or sending software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; overloading, flooding, spamming, mail-bombing; or by scripting the creation of Content and/or User
Content in such a manner as to interfere with or create an undue burden on the App or the Services;
12.2.9 do anything that could disable, overburden, or impair the proper activity of the App or the Services;
12.2.10 do anything that could harm or damage the business activity of GoSource or its legitimate interest; or
12.2.11 Interfere with or violate the right to privacy or collect or store personal data about other Users in connection with the prohibited conduct and activities set forth in this Section 12 above.
12.3 You are solely responsible and liable for, and GoSource has no responsibility to you or to any third party for, any breach of your obligations under these Terms and for the consequences (including any loss or damage which GoSource may suffer) of any such breach.
13. No Warranty
13.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP, THE SERVICES, AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIN. GOSOURCE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE APP, THE SERVICES, THE CONTENT AND ANY PRODUCT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, USEFULNESS, SECURITY, RELIABILITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OR OF FITNESS FOR A PARTICULAR PURPOSE.
13.2 Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusions and limitations may not apply to you in such jurisdictions.
14. Limitation of Liability
14.1 TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL GOSOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR AGENTS, BE LIABLE FOR (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, (B) LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, BUSINESS INTERRUPTION OR ANY OTHER LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND, RESULTING IN ANY WAY FROM (I) YOUR
ACCESS TO, OR USE, INABILITY TO USE, OR RELIANCE ON THE APP, THE SERVICE, AND ANY PRODUCT, CONTENT AND/OR EXTERNAL SITE, (II) ANY ERRORS, OMISSIONS OR OTHER INACCURACIES IN ANY CONTENT INCLUDED IN THE APP AND/OR IN ANY EXTERNAL SITE, (III) ANY OTHER MATTER RELATING TO THE APP, THE SERVICES, ANY PRODUCT, ANY CONTENT AND/OR ANY EXTERNAL SITE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), EVEN IF GOSOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, OR FOR (C) ANY THIRD PARTY CLAIMS.
14.2 IN NO EVENT SHALL THE TOTAL LIABILITY OF GOSOURCE, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR AGENTS, TO YOU AND/OR TO ANY THIRD PARTY, FOR ALL DAMAGES IN CONNECTION WITH THE APP, ANY CONTENT, ANY PRODUCTS, AND THE SERVICES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF TEN U.S. DOLLARS (U.S. $10).
14.3 ANY CAUSE OF ACTION BY YOU WITH RESPECT TO THE APP AND/OR SERVICE, MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.
14.4 Some jurisdictions do not allow the exclusion or limitation of liability for personal injury, or of incidental or consequential damages, so the limitations above may not apply to you in such jurisdictions.
You shall indemnify and hold GoSource and its directors, officers, employees, agents, partners and licensors, harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs), related to any demand or claim brought against GoSource by any User and/or any other third party, due to or arising out of your use of the App, the Services and/or the Products, your violation of these Terms, and/or your violation of any rights of another party.
16. Ownership and Intellectual Property
16.1 You hereby acknowledge that all rights, ownership, title and interest in the App, the Content (excluding External Sites and Product descriptions published by Vendors and excluding User Content) and the related patent rights, copyrights, trade secrets, trademarks and all other related intellectual property rights, are and shall remain the sole and exclusive property of GoSource. For the avoidance of doubt, all rights, ownership, title and interest of any Product and the related patent rights, copyrights, trade secrets, trademarks and related intellectual property rights, as
well as Product specifications and description, are and shall remain the sole and exclusive property of the applicable Vendor. Upon delivery of a Product purchased through the App, the title and ownership of such Product shall be transferred directly from the Vendor to you, and shall not, at any time, lie with GoSource.
16.2 You represent and warrant to us that you have the ownership rights, or you have obtained all necessary licenses or permissions from any relevant parties, to publish, display, and/or upload User Content to the App for use in connection with the Services.
16.3 All copyrights in and to the App and the Content (excluding Product descriptions published by Vendors and excluding User Content) are owned solely and exclusively by GoSource (and/or by its licensors), which reserves all of its rights in law and equity with respect thereto.
16.4 You are not granted any right license, or ownership, including any copyright, trademark or other intellectual property rights, to the App or to any Content, other than as explicitly set forth in these Terms.
16.5 Except as otherwise provided in the App or in these Terms, you may not use, download, upload, copy, print, display, perform, reproduce, reverse engineer, publish, modify, delete, add to, license, post, transmit or distribute any Content from this App in whole or in part, without our specific prior written permission.
16.6 You agree that all trademarks, trade names, service marks, graphics, logos and other brand features used in connection with the App and/or the Services, are trademarks or registered trademarks of GoSource (collectively, the “GoSource Marks”). Nothing in these Terms gives you a right to use or display GoSource Marks in any manner.
16.7 Any third-party trade or service marks present in Content are trade or service marks of their respective owners. Such Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever, except as permitted in these Terms.
16.8 GoSource reserves all rights not expressly granted to you under these Terms.
16.9 THE USE OF THE APP, THE SERVICES, THE CONTENT AND/OR ANY PART THEREOF, OTHER THAN AS PERMITTED IN THESE TERMS, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF GOSOURCE AND/OR OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES FOR COPYRIGHT INFRINGEMENT.
16.10 If you believe that your intellectual property rights are being infringed, please contact us immediately to provide notice of infringement. Such notice shall include, at least, the following details: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work
claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (v) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The details of the agent to receive notices of claimed infringement are at detailed in the Contact Information section below.
17. Submitting Information to Us
17.2 We do not want to receive confidential or proprietary information from you through the App unless you have another written agreement with us related to the sharing of such information. Any information that we receive through the App will be deemed to be NON-CONFIDENTIAL.
17.3 BY TRANSMITTING TO US INFORMATION VIA THE APP OR OTHERWISE THROUGH ELECTRONIC MEANS WITHOUT A WRITTEN AGREEMENT WITH US RELATING TO SUCH SUBMISSION, YOU UNDERSTAND AND AGREE THAT WE MAY USE THAT INFORMATION FOR ANY PURPOSE WHATSOEVER WITHOUT OBLIGATION TO YOU.
17.4 You may, at your sole discretion, provide your input regarding the Services and/or the App, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Services (collectively “Feedback”). We shall be entitled to use Feedback for any purpose without notice, restriction or remuneration of any kind to you and/or your representatives. The use of the Feedback, if any, shall be at GoSource’s sole discretion, and GoSource, in no way, shall be obliged to make use of any kind of the Feedback or part thereof. GoSource shall be the sole owner of any rights in any inventions, developments, improvements, know-how, concepts, techniques, or other intellectual property rights in the Feedback and/or developed or conceived by GoSource as a
result of any Feedback and you hereby permanently assign to GoSource, any ownership rights and any other right in the Feedback and waive any moral rights you may have thereto. You acknowledge and agree that you will not improperly use or disclose to us any confidential information or trade secrets of any third parties and will not breach any obligation of confidentiality that you may have to any third party.
18.1 Violations of system or network security may result in civil or criminal liability. You are prohibited from violating or attempting to violate the security of the App, including, without limitation, (i) accessing data not intended for you or logging on to a third party’s server or account that you are not authorized to access; or (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization (or succeeding in such an attempt).
18.2 WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL IN CONNECTION WITH YOUR USE OF THE APP OR SERVICES.
19.1 To the fullest extent permitted by applicable law, we reserve the right, for any reason or for no reason, in our sole discretion and without notice to you, to revise the Services and/or the App and to terminate, change, suspend or discontinue any aspect of the App and/or the Services, including, but not limited to, the Content and/or the Products presented on the App as well as features and/or hours of availability of the App or the Services, and we will not be liable to you or to any third party for doing so. We may also impose rules for and limits on use of the App and/or restrict your access to part, or all, of the App without notice or penalty.
19.2 These Terms shall be effective until terminated by GoSource. Without derogating from any other right of GoSource right to terminate these Terms, GoSource, at its sole discretion, without notice to you, may terminate these Terms if you fail to comply with any of the provisions of these Terms, without prejudice to the right of GoSource to be indemnified for its damages and for any other right and remedy.
19.3 In case these Terms shall terminate, for any reason, the provisions which by their nature would continue beyond termination (including, without limitation, the provisions of Sections 13, 14, 15, 16, 18, 19, 20, 21 and 22 shall survive such termination and shall continue to apply.
19.4 Upon termination of these Terms, you shall
20.1 These Terms shall be governed and construed in accordance with the laws of the State of California, without reference to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. [Note to Company: please confirm]
20.2 You hereby irrevocably submit to the exclusive jurisdiction of the competent courts in [the City and County of Los Angeles, California], to resolve any dispute arising out of or pursuant to these Terms, and you hereby consent to the exclusive jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. Notwithstanding the above, you agree that GoSource shall still be allowed to apply for injunctive remedies in any jurisdiction. [Note to Company: please confirm]
21. Unlawful activity
21.1 You may not use this App or the Services, other than in accordance with the laws of the State of California and the jurisdiction from which you accessing and/or otherwise using the App or the Services.
21.2 We reserve the right to investigate complaints or reported violations of these Terms and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities.
22.1 Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, that provision shall be construed, limited, modified or deleted, to the extent necessary to eliminate any invalidity or unenforceability, and the remaining provisions of these Terms shall remain in full force and effect.
22.2 Waiver. No waiver on the part of GoSource of any right under these Terms shall be effective unless in writing and signed by GoSource’s duly authorized representative. No waiver on the part of GoSource of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under these Terms.
22.3 Assignment. You may not assign, subcontract or otherwise transfer any of your rights and/or obligations under these Terms. GoSource may assign and/or subcontract some or all of these Terms to any third party in connection with a merger, acquisition, sale of assets, by operation
of law, or otherwise. These Terms shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
22.4 No Third-Party Beneficiaries. These Terms do not create any obligation of GoSource to any third parties, nor shall they be deemed to create any rights or causes of action on behalf of any third parties.
22.5 Changes to these Terms. We may change these Terms from time to time, in our own reasonable discretion. We will provide notice in case we make substantial changes to these Terms, through the App or using the contact details that you provided upon registration. Such substantial changes will take effect seven (7) days after such notice was provided. All other changes to these Terms are effective immediately upon publication of the updated Terms on the App. Your continued use of the App and/or Services after the publication of the updated Terms will be deemed acceptance on your behalf of any and all such changes
23. Contact Information
23.1 If you have any questions or comments regarding these Terms, please contact us at: [Note to Company: please add]
This version was last updated on April [l], 2022