These Terms of Service (the "Terms") are a legal agreement between Gathery, LLC, a Delaware limited liability company located at 8 The Green, STE B, Dover, DE 19901 ("Gathery," "we," "us," or "our"), and the business, organization, or other legal entity that creates an account or otherwise accesses or uses the Service ("Customer," "you," or "your").

By clicking "I agree," creating an account, or accessing or using the Service, you (a) accept these Terms; (b) represent that you are at least 18 years of age; (c) represent that you have full power and authority to bind the Customer to these Terms; and (d) represent that you are not a consumer and are using the Service solely for business purposes. If you do not agree, you must not access or use the Service.

The Service is offered exclusively to businesses and organizations. The Service is not intended for personal, family, or household use, and is not directed to or available to individual consumers.

In addition to terms defined elsewhere in these Terms, the following definitions apply:

• "Account" means the account a Customer registers in order to access and use the Service.
• "Acceptable Use Policy" or "AUP" means the rules described in Section 7.
• "Customer" means the legal entity that has accepted these Terms.
• "Customer Data" means all electronic data, information, files, and content that Customer or its Submitters submit to or through the Service, including documents uploaded via Portals.
• "Documentation" means the user guides, help articles, and other materials Gathery makes available describing the operation of the Service.
• "DPA" means the Data Processing Addendum referenced in Section 6 and made available on request.
• "Feedback" means suggestions, ideas, enhancement requests, comments, or other input regarding the Service.
• "Fees" means the fees and charges applicable to Customer's Subscription Plan as set forth on the Gathery pricing page or order form.
• "Order Form" means an ordering document or online sign-up flow specifying the Subscription Plan and Fees.
• "Portal" means a Customer-configured intake page through which Submitters provide documents to Customer via the Service.
• "Service" means Gathery's secure client document intake platform, including the website at https://gathery.app, all associated APIs, mobile or desktop applications, and related Documentation.
• "Submitter" means an individual or entity that accesses a Portal to upload documents at Customer's request.
• "Subscription Plan" means the plan, term length, and entitlements selected by Customer.
• "Third-Party Services" means products, services, applications, or content provided by third parties that may interoperate with or be referenced by the Service.

The Service enables Customer to create Portals through which Submitters can securely upload documents to Customer. Uploaded files are placed in quarantine, scanned for malware, and made available to Customer only after passing the scan. Files are automatically deleted after the retention period that Customer configures. The Service is intended for short-term, transactional document intake, not for long-term storage, archival, backup, or as a system of record. Customer is responsible for retaining its own copies of any documents it requires beyond the retention period.

To access the Service, Customer must register an Account and provide accurate, current, and complete registration information, and keep that information up to date. Customer is responsible for safeguarding all credentials used to access the Account, including passwords and any API keys.

Customer is responsible for all activity that occurs under its Account, whether authorized or not, and must notify us promptly at security@gathery.app if it becomes aware of any unauthorized access or use, suspected security incident, or compromise of credentials. Customer must not share credentials, allow access by anyone other than its authorized personnel, or use another party's Account.

Customer may add, remove, and manage user roles and permissions within its Account. Customer is solely responsible for the acts and omissions of its users.

These Terms apply to two distinct categories of users: (i) the Customer, which contracts with Gathery and uses the Service to operate Portals; and (ii) Submitters, who interact with the Service only by uploading documents through a Portal at Customer's request. Submitters do not register an Account with Gathery and are not parties to a paid subscription with Gathery.

By using a Portal, a Submitter agrees to use the Service only for the purpose for which the Customer provided the Portal link, and to comply with the AUP and any additional instructions or terms the Customer provides. Customer is responsible for the relationship with its Submitters, including obtaining all consents and authorizations necessary for Submitters to upload Customer Data through the Service.

Submitters are not consumers of Gathery; they are users of the Customer's intake workflow. Gathery's role with respect to Customer Data is solely as described in Section 6 and the DPA.

As between the parties, Customer owns all right, title, and interest in and to the Customer Data, subject to the rights granted to Gathery in these Terms. Gathery does not claim ownership of Customer Data.

Customer grants Gathery a non-exclusive, worldwide, royalty-free license to host, store, transmit, copy, scan, and process Customer Data solely as necessary to (a) provide and maintain the Service to Customer; (b) prevent or address service, security, or technical issues; (c) comply with law or a valid legal process; and (d) enforce these Terms. Gathery does not use Customer Data, including the contents of uploaded files, to train, fine-tune, or evaluate any artificial-intelligence or machine-learning models, and does not provide Customer Data to third parties for those purposes.

With respect to personal data contained in Customer Data, Gathery acts as Customer's processor. The DPA, available on request via dpa@gathery.app, governs each party's responsibilities regarding such personal data and is incorporated by reference into these Terms when executed by both parties.

Customer represents and warrants that it has, and will maintain throughout the term, all rights, consents, authorizations, and lawful bases necessary for Gathery to process Customer Data as contemplated by these Terms, and that Customer Data and Customer's use of the Service comply with all applicable laws.

Customer must not, and must not permit any user, Submitter, or third party to:

• use the Service for any unlawful, fraudulent, deceptive, or harmful purpose, or to upload, store, transmit, or distribute content that violates applicable law;
• upload or transmit content that infringes or misappropriates any patent, copyright, trademark, trade secret, right of publicity or privacy, or other proprietary right of any party;
• harass, threaten, defame, or impersonate any person, or upload material that is sexually exploitative of minors, depicts non-consensual sexual content, or otherwise violates the rights or dignity of others;
• upload, transmit, or distribute viruses, worms, ransomware, or any other malicious code, or attempt to introduce any code intended to disrupt or damage the Service or other users' systems;
• probe, scan, or test the vulnerability of the Service or any related system, breach security or authentication measures, or interfere with or disrupt the Service, including overloading, flooding, or denial-of-service activity;
• attempt to bypass storage limits, retention rules, plan entitlements, rate limits, authentication, scanning, or any other technical or operational restriction of the Service;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Service, except to the extent these restrictions are prohibited by applicable law;
• use any robot, spider, scraper, or other automated means to access the Service for any purpose without our prior written permission, or to collect or harvest information about other users;
• use the Service to send unsolicited communications, chain letters, junk mail, surveys, or other mass messaging, whether commercial or otherwise.
• submit through the Service any data subject to specialized regulatory regimes that the Service is not designed to support, including (without limitation) electronic protected health information regulated by HIPAA (unless Customer has executed a separate written agreement with Gathery covering such use), payment card data subject to PCI-DSS, or U.S. government classified information;
• rent, lease, lend, sell, sublicense, or otherwise transfer access to the Service, the Account, or any credentials to any third party, or use the Service to provide a hosted or managed service to a third party not authorized under Customer's Subscription Plan;
• use the Service for high-risk activities where failure could lead to death, personal injury, or environmental damage, including life-support systems, emergency services, or critical infrastructure;

Gathery may investigate suspected violations of this Section 7 and may remove offending content, suspend access, or terminate the Account in accordance with Section 12. Gathery has no obligation to monitor Customer Data, but may do so to operate, secure, and improve the Service.

Customer is solely responsible for, and represents and warrants the following:

• the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data, and ensuring it has the right to provide such data to Gathery;
• obtaining, before requesting documents through a Portal, all notices, consents, and authorizations from Submitters that are required for Customer to collect such documents and for Gathery to process them on Customer's behalf;
• its compliance, and the compliance of its users and Submitters, with all applicable laws and regulations, including consumer-protection, anti-spam, and data-protection laws;
• its configuration of the Service, including retention periods, Portal slugs, checklists, role assignments, and any other settings that affect the security or availability of Customer Data;
• the conduct of its users and Submitters as if such conduct were Customer's own, including any breach of these Terms by them.
• maintaining its own backup copies of any Customer Data it requires for retention beyond the configured retention period or beyond termination of these Terms;

Customer must pay all Fees applicable to its Subscription Plan as published on the Gathery pricing page or as otherwise agreed in an Order Form. Unless otherwise stated, Fees are charged in U.S. dollars in advance, on a recurring basis (monthly or annual, depending on the Subscription Plan), and renew automatically for successive periods of the same length until cancelled in accordance with Section 10. By providing a payment method, Customer authorizes Gathery and its payment processor (Stripe, Inc.) to charge that payment method for all Fees due at the start of each billing period.

Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities, except for taxes based on Gathery's net income. Customer is responsible for paying all such taxes associated with its purchases.

Gathery may change Fees or introduce new Fees at any time, effective as of the start of the next billing period, with at least 30 days' prior notice to Customer. If Customer does not agree to a Fee change, Customer's exclusive remedy is to cancel the Subscription Plan in accordance with Section 10 before the new Fees take effect.

If Customer's payment method is declined or any amount is past due, Gathery may, in addition to any other rights, suspend the Account, retry the charge, charge interest of the lesser of 1.5% per month or the maximum permitted by law, and recover reasonable costs of collection, including legal fees.

Customer may cancel its Subscription Plan at any time through the Account settings or by contacting support@gathery.app. Cancellation takes effect at the end of the then-current billing period, after which the Account will not be charged for further renewal periods.

All Fees are non-refundable, except as expressly required by applicable law. Cancellation does not entitle Customer to a refund or proration of Fees already paid for the current billing period. If Customer upgrades to a higher-tier Subscription Plan during a billing period, the upgrade Fee will be prorated on a daily basis for the remainder of the period; downgrades take effect at the start of the next billing period and are not prorated.

After cancellation, Customer's Account may transition to read-only or limited-functionality access for a brief period before deletion in accordance with Section 13.

Gathery may make free trials of certain features available. Trials are provided "as is" without any warranty and may be subject to additional conditions communicated at sign-up. Trials automatically convert to a paid Subscription Plan at the end of the trial period unless cancelled.

Gathery may also make features identified as "beta," "preview," "early access," or similar ("Preview Features") available for evaluation. Preview Features are not generally available, may be incomplete or unstable, and may be modified or discontinued at any time. Notwithstanding any other provision of these Terms, Gathery's total aggregate liability arising out of or relating to Preview Features is limited to one hundred U.S. dollars (US $100), and Gathery makes no warranty, indemnity, or support commitment for Preview Features.

Gathery may suspend Customer's access to the Service or terminate these Terms (in whole or in part) immediately, with or without prior notice, if:

• Customer materially breaches these Terms, including the AUP, and, where the breach is curable, fails to cure within ten (10) days after notice;
• any Fee remains unpaid for more than ten (10) days after the due date;
• Gathery determines that doing so is necessary to prevent or address a security, privacy, or operational risk to the Service or to other users.
• Gathery reasonably determines that continuing to provide the Service would violate applicable law or expose Gathery, its users, or third parties to legal, security, or financial risk;
• Customer becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy, or ceases to do business in the ordinary course;

Customer may terminate these Terms at any time by cancelling all Subscription Plans pursuant to Section 10 and ceasing use of the Service. Termination of these Terms terminates all Subscription Plans then in effect.

Upon termination of these Terms, (a) all rights and licenses granted to Customer cease immediately; (b) Customer must stop accessing and using the Service; and (c) Customer remains liable for all Fees accrued through the effective date of termination.

For thirty (30) days after the effective date of termination, Customer may export Customer Data through the Service's export tools, subject to the Subscription Plan's then-current capabilities. After that period, Gathery may delete Customer Data in accordance with its retention practices and the DPA. Files within an active Portal continue to be deleted on the schedule Customer configured, regardless of termination.

Sections 2, 6, 9, 10, 13, 16, 17, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, and 29 survive termination of these Terms.

Gathery may modify, add, or remove features of the Service from time to time, including by issuing updates, releasing new versions, deprecating features, or discontinuing the Service or any portion of it. We will use reasonable efforts to provide advance notice of changes that materially reduce the functionality of the Service Customer is then using.

The Service is provided on a commercially reasonable basis. We do not commit to a specific level of uptime under these Terms, although we strive to keep the Service available, reliable, and secure. Scheduled maintenance, force-majeure events, and circumstances beyond our reasonable control may affect availability.

"Confidential Information" means non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") that is identified as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, including Customer Data, Gathery's pricing and non-public technical information, security designs, and the terms of these Terms.

The Receiving Party will (a) use Confidential Information only to perform its obligations and exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance, but in no event less than reasonable care; and (c) limit access to Confidential Information to its personnel and contractors who have a need to know it and are bound by confidentiality obligations at least as protective as those in this Section.

Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was rightfully known to the Receiving Party without confidentiality obligation prior to disclosure, was rightfully obtained from a third party without confidentiality obligation, or was independently developed without use of or reference to the Disclosing Party's Confidential Information. The Receiving Party may disclose Confidential Information if compelled by law, provided it gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation in seeking a protective order.

As between the parties, Gathery and its licensors own all right, title, and interest in and to the Service, the Documentation, and all software, technology, trademarks, service marks, logos, designs, content, and materials made available through the Service, including all intellectual property rights therein. Except for the limited rights expressly granted in these Terms, no rights are granted to Customer in or to the Service.

Customer grants Gathery a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and incorporate any Feedback into the Service or other Gathery products and services, without any obligation, attribution, or compensation to Customer.

Customer must not use any Gathery name, logo, or trademark without our prior written consent, except to identify Gathery as Customer's service provider in a manner consistent with Gathery's brand guidelines (as we may make available from time to time).

Subject to Customer's right to opt out at any time by emailing legal@gathery.app, Gathery may identify Customer by name and logo as a customer of Gathery on Gathery's website, in pitch decks, and in marketing materials, in a manner consistent with Customer's then-current brand guidelines if available. Gathery will cease such use within a reasonable period after receiving an opt-out request.

The Service may interoperate with, depend on, or reference Third-Party Services, including (without limitation) Stripe (payment processing), Backblaze (object storage), Cloudflare (network and security), Google (sign-in), and Ory (identity). Customer's use of any Third-Party Service is governed by that third party's terms and privacy policies, not these Terms. Gathery is not responsible for any Third-Party Service, makes no warranties about Third-Party Services, and is not liable for any disruption, modification, or termination of a Third-Party Service.

Gathery respects the intellectual property rights of others and responds to clear notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (the "DMCA"). If you believe that material accessible on or from the Service infringes your copyright, please send a notice to our designated agent that includes:

• identification of the copyrighted work claimed to be infringed (or, if multiple works at a single online site, a representative list of such works);
• identification of the material claimed to be infringing, with information reasonably sufficient to permit Gathery to locate the material;
• your name, address, telephone number, and email address;
• a statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
• a statement, made under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or are authorized to act on behalf of the owner;
• a physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf.

Gathery's designated copyright agent can be reached at dmca@gathery.app. Notices that do not substantially comply with the requirements of 17 U.S.C. § 512(c)(3) may not be effective. Please be aware that knowingly making material misrepresentations in a DMCA notice may subject you to liability for damages under the DMCA.

Counter-notifications may be submitted to the same address and must comply with 17 U.S.C. § 512(g)(3). Gathery will, in appropriate circumstances and at its sole discretion, terminate the accounts of users who are repeat infringers.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE AND ALL CONTENT AND MATERIALS PROVIDED BY GATHERY ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. GATHERY AND ITS LICENSORS, AFFILIATES, AND SUPPLIERS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING THE FOREGOING, GATHERY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICE MEETS ITS REQUIREMENTS.

Gathery scans uploaded files for known malware signatures using third-party tooling, but does not warrant that all malicious or harmful content will be detected. Customer is responsible for its own security review of files made available through the Service.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GATHERY OR ITS LICENSORS, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF GATHERY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GATHERY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO GATHERY UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

The limitations in this Section 20 do not apply to (i) Customer's payment obligations; (ii) either party's indemnification obligations under Section 21; (iii) breach of Section 15 (Confidentiality) or Section 7 (AUP) by Customer; or (iv) any liability that cannot be excluded or limited under applicable law.

Customer acknowledges that the Fees reflect the allocation of risk set forth in these Terms and that Gathery would not provide the Service without these limitations.

Customer will defend, indemnify, and hold harmless Gathery and its affiliates and their respective officers, directors, employees, and agents from and against any third-party claims, demands, suits, or proceedings, and any resulting damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses"), arising out of or relating to (a) Customer Data, including any claim that Customer Data infringes a third party's rights or violates law; (b) Customer's, its users', or its Submitters' use of the Service in breach of these Terms or the AUP; (c) Customer's failure to obtain consents or authorizations required from Submitters; or (d) Customer's gross negligence, willful misconduct, or violation of law.

Gathery will defend, indemnify, and hold harmless Customer from and against any Losses arising out of a third-party claim that Customer's authorized use of the Service in accordance with these Terms infringes such third party's U.S. patent, copyright, or trademark. The foregoing obligation does not apply to any claim arising out of (i) Customer Data; (ii) Customer's use of the Service in combination with any product, service, or material not provided by Gathery, where the Service alone would not infringe; (iii) modifications to the Service not made by Gathery; or (iv) Customer's use of the Service in breach of these Terms.

If a claim under this Section is asserted or appears likely, Gathery may, at its option and expense, (1) procure for Customer the right to continue using the Service; (2) modify or replace the Service so it is non-infringing; or (3) terminate Customer's right to use the affected portion of the Service and refund any prepaid, unused Fees attributable to that portion. This Section 21 states the indemnifying party's sole liability and the indemnified party's sole and exclusive remedy with respect to claims of intellectual-property infringement.

The indemnification obligations in this Section 21 are conditioned on the indemnified party (i) promptly notifying the indemnifying party of the claim; (ii) granting the indemnifying party sole control of the defense and settlement of the claim (provided that no settlement may impose any liability or admission on the indemnified party without its prior written consent, not to be unreasonably withheld); and (iii) reasonably cooperating with the indemnifying party at the indemnifying party's expense.

Neither party will be liable for any delay or failure to perform its obligations under these Terms (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, civil disorder, labor disputes, governmental action, epidemic or pandemic, internet or utility outages, or failures of third-party services or upstream providers.

The Service is provided from the United States and is subject to U.S. export-control and economic-sanctions laws and the import laws of other jurisdictions. Customer must not, and must not permit any user or Submitter to, access, use, or export the Service in violation of any such laws, including the U.S. Export Administration Regulations and sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control. Customer represents and warrants that it is not (a) located in, or a resident or national of, any country subject to comprehensive U.S. sanctions; or (b) listed on any U.S. government list of restricted or prohibited parties.

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 25, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware for any dispute that is not subject to arbitration.

Please read this Section carefully. It requires the parties to arbitrate disputes individually and limits the manner in which Customer can seek relief.

Except for (a) claims for injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual-property rights or breach of confidentiality, and (b) small-claims-court actions brought on an individual basis, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding individual arbitration administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, where applicable, the AAA's Consumer Arbitration Rules. The arbitration will be conducted by a single arbitrator, in English, and seated in Wilmington, Delaware (or, at Customer's election if Customer is an individual sole proprietor, the U.S. county where Customer resides). The arbitrator's award is final and may be entered as a judgment in any court of competent jurisdiction.

Class-Action Waiver. The parties may bring claims against each other only in their individual capacities and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one party and may not preside over any form of class or representative proceeding. If this class-action waiver is found to be unenforceable, then the entirety of this Section 25 will be null and void as to such Dispute, and the Dispute will proceed in court in accordance with Section 24.

Notice of Dispute. Before initiating arbitration, the asserting party must send a written notice of dispute describing the nature and basis of the claim and the relief sought to legal@gathery.app (for notices to Gathery) or to the email address on file for the Account (for notices to Customer). The parties will attempt in good faith to resolve the Dispute informally for at least thirty (30) days before commencing arbitration.

30-Day Opt-Out. Customer may opt out of this Section 25 by sending an email to legal@gathery.app with the subject line "Arbitration Opt-Out" within thirty (30) days after first accepting these Terms. The opt-out notice must include the legal name of the Customer, the email associated with the Account, and a clear statement of intent to opt out of arbitration. If Customer opts out, Disputes will be resolved in accordance with Section 24.

Notices to Gathery under these Terms must be sent in writing to legal@gathery.app, with a copy to 8 The Green, STE B, Dover, DE 19901, and are effective when received. Notices to Customer may be sent by email to the address associated with the Account, by posting a notice in the Account or on the Service, or by any other method we reasonably select; such notices are effective when sent. Each party is responsible for keeping its contact information current.

We may modify these Terms from time to time. If we make material changes, we will provide notice (for example, by email to the Account email address or by posting a notice in the Account) at least thirty (30) days before the changes take effect, unless a shorter notice period is necessary to comply with law or to address a security or operational risk. Customer's continued use of the Service after the effective date of revised Terms constitutes acceptance of those Terms. If Customer does not agree, Customer must cancel its Subscription Plan and stop using the Service before the effective date.

Customer may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, by operation of law or otherwise, without our prior written consent. Any attempted assignment without that consent is void. Notwithstanding the foregoing, either party may assign these Terms in their entirety, without the other party's consent, to its affiliate or to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes the assigning party's obligations under these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

Entire Agreement. These Terms, together with any Order Form, the DPA (if executed), and any other terms expressly incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and communications regarding that subject matter.

Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

Waiver. The failure of either party to enforce any right or provision of these Terms is not a waiver of that right or provision. Any waiver must be in writing and signed by the waiving party.

No Agency. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, fiduciary, or employment relationship.

No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms.

Headings. Section headings are for convenience only and have no legal effect.

Construction. Any rule of construction that ambiguities are to be resolved against the drafting party does not apply to these Terms.

Questions about these Terms may be directed to:

• General and legal inquiries: legal@gathery.app
• Account and product support: support@gathery.app
• Copyright (DMCA) notices: dmca@gathery.app
• Data Processing Addendum requests: dpa@gathery.app

Mailing address: Gathery, LLC, 8 The Green, STE B, Dover, DE 19901, United States