Last updated: August 14, 2024
GADGET SOFTWARE INC (‘GADGET”/” WE”/”US”) OWNS AND OPERATES THE WEBSITE LOCATED AT WWW.GADGET.DEV (THE “WEBSITE”) THROUGH WHICH GADGET PROVIDES ACCESS TO VARIOUS PRODUCTS AND SERVICES TO SUPPORT DEVELOPERS (COLLECTIVELY “THE SERVICES”). ACCESS TO AND USE OF THE SERVICES IS GOVERNED BY THESE TERMS OF SERVICE (“TERMS”). ANY NEW PRODUCTS, SERVICES, FEATURES OR TOOLS OFFERED BY GADGET AS PART OF THE SERVICES ARE ALSO SUBJECT TO THESE TERMS. THESE TERMS, TOGETHER WITH THE GADGET PRIVACY POLICY (https://gadget.dev/privacy) (THE “PRIVACY POLICY”) AND ALL TERMS, GUIDELINES AND POLICIES INCORPORATED HEREIN, ARE BINDING ON ALL USERS OF THE SERVICES (COLLECTIVELY, THE “USER AGREEMENT”).
PLEASE READ OUR USER AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE WEBSITE OR ANY FEATURES OF THE SERVICES. IF YOU DO NOT AGREE WITH THE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE SERVICES AND BY PROCEEDING WITH ANY OF THESE ACTIVITIES YOU WILL BE DEEMED TO HAVE AGREED TO THIS USER AGREEMENT WHICH WILL CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU (ALSO REFERRED TO HEREIN AS “USER”) AND GADGET.
IF YOU ARE AGREEING TO OUR USER AGREEMENT ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL THE NECESSARY PERMISSIONS AND AUTHORITY TO AGREE AND TO BIND SUCH ENTITY.
Note On Minors: The Services are not targeted at or intended for use by children. You must be at least of the age of majority in your jurisdiction to use the Services.
Note on Updates/Changes to these Terms: Gadget reserves the right to change or modify any of the terms and conditions contained in our User Agreement, including any policy or guideline applicable to the Services, at any time and in its sole discretion. If we make any material change, we will notify you at the email address you provide in your registration information, if any, or we will post an update on the Website and/or a notice to your Gadget User Account (see further Section 3.1 below) visible to you the next time you log-in. Material changes will take effect seven (7) days from the date of posting of an update to these Terms and all minor changes that are not material to the Terms will take effect from the date of update. If you do not agree with the changes, you can cancel your account with us and should immediately cease use of the Services. When you cancel your account, you will retain access to the Services until expiry of the pre-paid Billing Cycle (as defined in Section 4.1 below) in which you cancel your account. Accordingly, you will remain obligated to pay for any usage of the Services up to the point that you fully cease all use of your account. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Services. These Terms will always show the ‘last updated’ date at the top. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms. If you do not agree to any amended Terms, you are no longer authorized to use the Services and must stop using them.
1. About the service
Gadget is a platform that enables software developers to build, and run software applications quickly by offering a bundle of tools and building blocks designed to speed up the development process (“Gadget Product”) and related support, hosting and other technical services. Use of the Services is offered from time to time on a subscription basis (see further: www.gadget.dev/pricing).
Privacy Policy. Gadget complies with applicable laws governing the protection of personal information provided to us or collected by us in connection with the use of the Services. You agree to be bound by the Privacy Policy and your submission of any your personal information or any personal information which you submit through the Services shall be deemed consent to use such information in the manner set out in the Privacy Policy.
Protection of Customer Data. Gadget will maintain appropriate administrative, physical, and technical safeguards in accordance with good industry standards that is designed to protect the security, confidentiality and integrity of the data that we process on your behalf through the Service (“Customer Data”). Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). Except with respect to a free trial, the terms of the Data Processing Addendum (“DPA”) are hereby incorporated by reference and shall apply to the extent Customer Data includes Personal Data, as defined in the DPA.
2. Registration and Communications
2.1 Account Creation. You may visit the Website without registering for an account, but as a condition of using certain aspects of the Services, you must register for an account (a “Gadget User Account”) through the Website, through connecting an approved third-party account or any other method indicated by Gadget for sign up. In creating and using a Gadget User Account, you agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms on the Website (“Registration Data”); (b) maintain the security of your password; (c) maintain and promptly update the Registration Data, and any other information you provide to Gadget, and to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to Gadget if you do not comply with the foregoing requirements. You shall not use as a User ID or project name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene.
2.2 Security. You are responsible for all activity on your Gadget User Account, and for all charges incurred by your Gadget User Account. You must immediately notify us in writing of any unauthorized use of your account, or other known account-related security breach. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel User IDs in our sole discretion.
2.3 Communications Generally. Notices that we give you (other than notice of amendment of the User Agreement, which is discussed in the introduction of these Terms) may be provided in any number of ways, depending on the circumstances. For example, we may email you at the email address you provide in your Registration Data. Alternatively, we may post a notice to Users in the dashboard area of your User Account on the Website, or elsewhere on the Website. It is your responsibility to periodically review the Website for notices, including updates to the User Agreement.
2.4 Electronic Delivery, Notice Policy, and Your Consent. By using the Services, you consent to receive from Gadget all electronic communications including notices, agreements, legally required disclosures, or other information in connection with the Services. Gadget may provide such notices by posting them on the Website. If you desire to withdraw your consent to receive such communications, you must discontinue use of the Services.
3. Subscriptions
3.1 Subscriptions. In order to use the Services, you must subscribe for a subscription plan as made available by Gadget from time to time. Features available at each Subscription tier are available at www.gadget.dev/pricing or as otherwise communicated to you in writing by Gadget and may be updated from time to time at Gadget’s discretion. Materials changes to features available in Subscriptions will take effect from the next Billing Cycle (as defined in section 4.1 below). If you do not agree with any material change to your current Subscription, you may cancel prior to the next Billing Cycle with no liability to Gadget.
4. Fees & Payment Terms
4.1 Subscriptions. For paid Subscriptions, fees will be displayed on the pricing page available at www.gadget.dev/pricing or as otherwise communicated to you in writing by Gadget. Subscriptions are billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set on a monthly basis unless otherwise indicated for the pricing plan selected by you on the Website.
a. Auto-Renewals. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Gadget cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team at support@gadget.dev.
b. Credit Cards; Automatic Billing. If you wish to purchase any product or service made available through the Services including paying for a Subscription (collectively “Purchases”), you will be required 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 (“Billing Information”). In doing so, 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. By submitting such payment information, you automatically authorize Gadget to charge all Subscription fees incurred through your account to any such payment instruments. We may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases (see further Section 5.3 below). 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 or if fraud or an unauthorized or illegal transaction is suspected.
4.2. Fee Changes Gadget, in its sole discretion and at any time, may update and change the applicable Subscription fees for any Subscription tier or introduce fees for previously free products or services. Any fee change will become effective at the end of the then-current Billing Cycle, to allow you time to terminate your Subscription prior to new pricing taking effect, or for free users, thirty (30) days after written notice that a free service or product will in future be a paid service or product. If you choose to terminate your Gadget User Account after notification of any new or additional fees, you must do so before the 30-day period, after which such charges will be applied to your Gadget User Account, if applicable. Your continued use of the Services after the fee change constitutes your agreement to pay the modified or new fee amount.
4.3. Payment Processors. Gadget may use one or more third-party payment processors to process transactions (“Payment Processor”). You authorize your Billing Information to be provided to any Payment Processor. You acknowledge and agree that terms of service of the Payment Processor will govern your agreement and interactions with the Payment Processor and that our Terms and policies do not govern. You should review the applicable terms and policies of the Payment Processor, including its privacy and data gathering practices.
4.4. Taxes. All Fees are exclusive of all federal, state, provincial, goods, services, value-added, municipal or other taxes, which Users agree to pay based on where the User is primarily domiciled.
5. Intellectual Property Rights
- 5.1 Gadget IP. In these Terms the content available through the Website and other Services, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement, is called “Content”. As between Gadget and you, Gadget or its licensors own and reserve all right, title and interest in and to the Services and all software, Content and other items used to provide the Services, other than the rights explicitly granted to you to use the Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Services or any content contained therein is transferred to you pursuant to these Terms. All rights not expressly granted to you are reserved by Gadget. The Services, as well as all Content and software available on or through the Services or used to create and/or operate the Services, is the property of Gadget or its licensors, and is protected by Canadian and international copyright and other intellectual property laws. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Gadget Software Inc. All other trademarks, product names and company names or logos mentioned on the Website 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 Gadget.
- 5.2. Feedback. We welcome your suggestions, comments and feedback, including notifications of errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Services (collectively “Feedback”). Feedback helps us to make improvements to the Services and provide better customer support. If you provide us with Feedback you agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback; (b) the Feedback is not confidential or proprietary information belonging to you or any third party and you have all of the necessary rights to disclose the Feedback to us; (c) Gadget and its affiliated companies (including all of their successors and assigns) may freely use Feedback without any restrictions; and (d) you are not entitled to receive any compensation or reimbursement of any kind in respect to Feedback.
- 5.3. The Services may include discussion forums or communities in which you or third parties may post content, messages, materials or other items (“Interactive Areas”). If Gadget provides such Interactive Areas, you are solely responsible for your use of such Interactive Areas and use them at your own risk. User Content submitted to any public area of the Website will be considered non-confidential.
6. User Content Terms
- 6.1 User content.
- 6.1.1. Content provided by Users, including content created through the Services, uploaded to the Services by Users and content which Gadget has access to through Users’ use of certain tools and features of our Services (eg. our data storage services) is collectively termed “User Content”. User Content is the applicable User’s property. Gadget’s only right to that User Content is the limited licenses to it granted in the User Agreement. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate and improve the Services, now and in the future. Acceptable uses of User Content include: (i) providing Services to the User, (ii) evaluating and improving the functions, features and operation of the Service, (iii) compiling, using and disclosing anonymized, aggregated statistics, provided that no such information will directly identify and cannot reasonably be used to identify the User. Therefore, by posting or distributing User Content to or through the Services, you: (a) grant Gadget and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate, and create derivative works from such User Content, in the manner in and for the purposes for which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content that you post or otherwise distribute, or you otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate the User Agreement and will not violate any rights of or cause injury to any person or entity.
- 6.1.2. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services which is in violation of our User Agreement or applicable laws. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services, you agree that we are permitted to provide to them the User Content, and also agree that we have no responsibility or liability for their use of such User Content.
- 6.1. Our Limited License of Content to You.
- 6.2.1. Gadget grants you a limited, revocable, non-exclusive, non-sublicensable license to access and use the Services and to view and use the portions of the Content and Gadget Products made available to you through the Services. Such license is subject to the User Agreement, and specifically conditioned upon the following: (i) may not remove or modify any copyright, trademark, or other proprietary notices that have been placed in the Content; (iv) you may not use any data mining, robots, crawlers, or similar data gathering or extraction methods; and (v) you may not use the Services, including any Content or Gadget Products other than for their intended purpose.
- 6.2.2. Except as expressly permitted above, any use not expressly permitted in the User Agreement is strictly prohibited and will terminate the license granted in this Section and this agreement. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
- 6.2.3. You represent and warrant that your use of the Services will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties or violate any applicable law.
7. User Conduct
- 7.1. You may use the Services only for lawful purposes and in accordance with the User Agreement. You agree not to use Services:
- a) In any way that violates any applicable national or international law or regulation.
- b) For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise.
- c) To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter,” “spam,”, any commercial or other message to any third party without consent or any other similar solicitation.
- d) To impersonate or attempt to impersonate a Gadget employee, another user, or any other person or entity.
- e) In any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity.
- f) To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Services, or which, as determined by us, may expose Gadget to liability.
- 7.1. Additionally, you agree not to:
- a) Use the Services in any manner that could disable, overburden, damage, or impair them or interfere with any other party’s use of the Services.
- b) Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services.
- c) Use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without our prior written consent.
- d) Use any device, software, or routine that interferes with the proper working of the Services.
- e) Introduce any viruses, trojan horses, worms, logic bombs, or other material which is malicious or technologically harmful.
- f) Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of Service, the server on which the Services are stored, or any server, computer, or database connected to the Services.
- g) Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
- h) Otherwise attempt to interfere with the proper working of the Services.
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- 7.3. Content Restrictions. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following: a) Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; b) 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 or international law; c) Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party; d) Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; e) Unsolicited promotions, political campaigning, advertising or solicitations; f) Private information of any third party, including, without limitation, addresses, phone numbers, email addresses and credit card numbers, unless that third party has expressly consented to such use; g) Viruses, corrupted data or other harmful, disruptive or destructive files; h) Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or i) Content that, in the sole judgment of Gadget, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Services, or which may expose Gadget or its affiliates or its other users to any harm or liability of any type.
8. Copyright policy
- 8.1. 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 of any person or entity.
- 8.2. Users agree that they will not abuse their usage of the Services to reproduce, post, distribute, sell or modify any copyrighted material, trademarks or intellectual property belonging to third parties without obtaining prior written consent of the owner for such rights. We reserve the right in our sole discretion to remove any and all Content posted by any User for any reason as we see fit. We reserve the right and ability to terminate the access of any User who infringes upon the intellectual property rights of third parties upon receiving notification by the owner of the rights.
- 8.3. If you wish to make a claim of copyright infringement, you must:
- a) provide us with notification by sending the following information via email, in English, to the following address using the format that follows: Attn: Gadget Copyright Infringement Notification at legal@gadget.dev.
- b) Include a statement telling us that you have found Content on our Website or through our Services which you believe infringes your copyright (for example, "I believe that the content identified below infringes my copyright")
- c) Tell us which country your copyright applies to
- d) Tell us the title of the Content concerned and the full URL for its page (if applicable).
- e) Explain to us in what way that Content infringes your copyright (e.g. the text is copied; the entire content is a copy of an original work made by you, etc.)
- f) Identify the type (and details of (e.g. title, publisher, dates, etc.) the copyright work which you own the rights in, and which you believe has been infringed. If this information is available on the internet, it is helpful to send us a link.
- g) Provide contact information so that we can get in touch with you (email address is preferred).
- h) Provide contact information which we can pass on to the submitter of the Content concerned, so that they can get in touch with you to resolve your complaint directly (email address is preferred).
- i) Include the following statement: "I have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law. I swear that the information contained in this notification is accurate and that I am the copyright owner or have an exclusive right in law to bring infringement proceedings with respect to its use."
- j) Sign the notice. If you are providing notice by email, a scanned physical signature or a valid electronic signature will be accepted.
- Please also note that the information provided in this legal notice may be forwarded to the person who provided the allegedly infringing Content. Please also make sure you know whether the Content that you have seen on the Site infringes your copyright because there may be adverse legal consequences in your country if you make a false or bad faith allegation of copyright infringement by using this process
9. No Responsibility for Third-Party Services, Websites or Content
- As a service to Users, the Services may contain links to third-party Websites (“Third-Party Websites”) or third-party content (“Third-Party Content”) and may provide third-party services (“Third-Party Services”), including those of our payment processors and other payment intermediaries that you may use in connection with your use of the Services. Your use of Third-Party Websites, Third-Party Content (together, the “Third Party Materials”) or Third-Party Services at your own risk.
10. Warranty Disclaimer
- 10.1. Gadget warrants that during the term: (i) it will not materially decrease the overall functionality of the Services, (b) the Services will be performed in accordance with the requirements of these Terms; and (iii) the Services will perform materially in accordance with the applicable description of the Service provided to You. Your sole remedy for breach of this section is for Gadget to correct or re-perform any defective Service at no additional cost to you.
- 10.2. THE SERVICES INCLUDING GADGET PRODUCTS, THIRD PARTY MATERIALS AND ALL CONTENT, ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED. GADGET EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GADGET DOES NOT REPRESENT, WARRANT OR PROVIDE ANY CONDITIONS THAT THE SERVICES INCLUDING ANY TECHNOLOGY OR CONTENT MADE AVAILABLE THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
- 10.3. The Services may be unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User Content. We are not responsible for any problems or technical malfunction, including, without limitation, any problem or malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or persons, traffic congestion on the Internet or at any website (including the those in the Services) or combination thereof. Furthermore, Gadget shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Gadget’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
- 10.4. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW
11. Limitation of Liability; Indemnity
- 11.1 Indemnification by Gadget. Gadget will defend You against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Gadget in writing of, a Claim Against You, provided You (a) promptly gives Gadget written notice of the Claim Against You, (b) gives Gadget sole control of the defense and settlement of the Claim Against You (except that Gadget may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Gadget all reasonable assistance, at Gadget’s expense. If Gadget receives information about an infringement or misappropriation claim related to a Service, Gadget may in its discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, (ii) obtain a license for You’s continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against You; (2) a Claim Against You arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Gadget, if the Services or use thereof would not infringe without such combination; or (3) a Claim against You arises from Your breach of this Agreement.
- 11.2. Neither Gadget nor any other Released Party shall be liable for any special, indirect or consequential damages, or any other non-direct damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Services, including without limitation any damages caused by or resulting from your reliance on the Services or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to the Services or any other Released Party’s programs or services. In no event shall the aggregate liability of Gadget, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Services exceed the aggregate fees paid by you hereunder during the twelve months prior to the date of any claim.
- 11.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
12. Applicable Law and Venue
You and Gadget explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Services will be governed by the laws of the Province of Ontario and the Federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort (including negligence), pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) involving Gadget and arising out of or relating to the User Agreement or the Services (each, a “Claim”), will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Gadget related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Gadget. If you have a Claim, you should give written notice to us via email at legal@gadget.dev. If we have a Claim, we will give notice of our Agreement to arbitrate your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
- To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in the Province of Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
13. Termination; Modification of License and Access to Services
13.1. Termination by Gadget. Notwithstanding any contrary provision of these Terms, Gadget reserves the right, in its sole discretion, without advance notice or liability to you, to: (a) terminate any free or trial license to use the Services, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Services if you have breached any terms of our User Agreement; (c) change, suspend or discontinue any aspect of the Services (including Gadget Products); and (d) impose limits on the continued use of or access to Services. Reasons for termination include any use of the Services in violation of these Terms or the User Agreement.
- 13.2. Termination by You. If you would like to delete your Gadget User Account, email support@gadget.dev to request the deletion of your Account. Upon termination of your Gadget User Account, we will remove or delete all Content provided by you within a reasonable period of time save that, we may retain an archival copy of certain Registration Data and Account information as per our Privacy Policy.
13.3. Effect of Termination. Except as expressly provided in these Terms, any fees paid to Gadget are non-refundable. On termination or expiry of your subscription or access to the Services for any reason: (i) you must cease use of the Services including any Gadget Products and Content; and (ii) you may request a copy of your User Content within 30 days of termination in a standard file format. For more complex data migrations and transitions over to new services, please contact support@gadget.dev. Such services will be provided on a time and materials basis as professional services. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
14. Miscellaneous
- The User Agreement constitutes the entire agreement between you and Gadget in respect of the Services. In addition, you are also responsible for complying with local laws applicable in the jurisdiction from which you access and use the Services. You may not assign this Agreement whether voluntarily, by operation of law, or otherwise without Gadget’s prior written consent. Gadget may assign this Agreement at any time without notice. The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances.
15. Contact
If You have any questions or concerns about this agreement, wish to provide notice of termination or make a complaint (e.g. copyright violation) please contact us at legal@gadget.dev. If you have any questions about Gadget’s products and services, account changes or require technical support please contact us at support@gadget.dev.
