last updated July 29, 2022
We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last Updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Platform after the date such revised Terms are posted.
The Platform is intended for users who are at least 18 years of age.
Subject to the restrictions herein, Gilded hereby grants you (and you accept) a non-exclusive, non-transferable license (the “License”) to access and use the Platform solely for the purposes intended by Gilded. Under the Terms, you are not granted title to any intellectual property in the Platform or the Contents, and all such rights remain with Gilded and its third party providers. The License is subject to the following restrictions: you may not (a) modify the Platform or the Contents or use them for any commercial purpose, or any public display, performance, sale, or rental; (b) decompile, reverse engineer, or disassemble Platform or the Contents except and only to the extent permitted by applicable law; (c) remove any copyright or other proprietary notices from the Platform or the Contents; or (d) transfer the Platform or the Contents to another person. The Contents and the Platform are protected by copyrighted, trademark and other intellectual property laws. No title or intellectual property rights are transferred to you or any third-party through the use of or access to the Platform or Contents. All rights not expressly granted to you are hereby reserved by Gilded or any respective third-party owner of such rights. Gilded shall have the right to assert and enforce the provisions of this section directly on its own behalf.
Gilded may terminate this License at any time if you are in breach of these Terms. Upon termination, you agree to immediately destroy any copies of the Contents in your possession (unless you are otherwise permitted to retain certain copies in accordance with the Gilded Terms of Service).
- Use of Marks.
The use or misuse of any Gilded or third party trademarks, service marks on the Platform or any Contents is strictly prohibited. The Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics, illustrations, designs, icons, clips, and other materials on the Platform (collectively, the “Contents”) are copyrighted works, trademarks, trade dress, or other intellectual properties owned, controlled, or licensed by Gilded, Gilded service providers or used under principles of “fair use.” The Contents are provided on the Platform “AS IS” for your information and personal use only.
- Prohibited Activities.
You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Platform, you agree not to:
a. Distribute log in details, usernames, passwords or other credentials (jointly, “Credentials”) so that more than one user shares Credentials.
b. Sell or otherwise transfer your profile.
c. Use a buying agent or purchasing agent to make purchases on the Platform.
d. Use the Platform to advertise or offer to sell goods or services.
e. Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Contents for any revenue-generating endeavor or commercial enterprise.
f. Attempt to impersonate another user or person or use the Credentials of another user.
g. Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.
h. Engage in unauthorized framing of or linking to the Platform.
i. Make improper use of our support services or submit false reports of abuse or misconduct.
j. Use the Platform, or any information obtained from the Platform to harass, abuse, intimidate, threaten or harm another person.
k. Delete the copyright or other proprietary rights notice from the Platform or the Contents.
l. Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that: (a) prevent or restrict the use or copying of any Contents; (b) enforce limitations on the use of the Platform and/or the Contents contained therein; or (c) prevent or restrict access to any portion of the Platform.
m. Copy, adapt, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Platform.
n. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots or similar data gathering and extraction tools.
o. Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from us.
p. Make any unauthorized use of the Platform, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
q. Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
r. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters or interferes with the use, features, functions, operation or maintenance of the Platform.
s. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
t. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper or offline reader that accesses the Platform, or using or launching any unauthorized script or other software.
u. Post or transmit any unlawful, threatening, libelous, defamatory, obscene, pornographic, indecent or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or violate any law or regulation
v. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform.
w. Use the Platform in a manner inconsistent with any applicable laws or regulations.
- User Submissions.
- User Representations: Indemnification.
a. You represent and warrant that: (a) the information you provide to Gilded on any forms on the Platform is true and accurate; (b) you will at all times comply with all applicable laws, rules, and regulations with respect to your use of the Platform; (c) you will not use the Platform in connection with making Communications, or otherwise, to infringe, misappropriate or violate the rights of Gilded or third parties; (d) you will only make Communications of information to which you have sufficient rights to grant the license set forth in Section 5, above; and (e) you will comply at all times with these Terms for the Platform as they may be amended from time to time by Gilded.
c. If you are granted access to any protected areas of the Platform by a password protected account, you agree to be responsible for maintaining the confidentiality of the password(s) of such account(s), and to be fully responsible for all activities that relate to the use or misuse of your password(s). You agree to notify Gilded immediately of any unauthorized use of your password(s).
d. You agree that with respect to any special promotions or other similar activities offered on the Platform, that you will abide by the rules established by Gilded for such activities as described on the Platform.
e. You will indemnify and hold harmless Gilded and its Affiliates against any and all judgments, settlements, penalties, costs and expenses (including attorneys’ fees) paid or incurred in connection with claims due to, resulting from or arising in connection with Communications made distributed, displayed, transmitted or published by you, including but not limited to those attributable to (a) infringement, misappropriation or violation of any copyrights or other proprietary rights of any third-party, and (b) errors in or omissions from such Communications.
- No Warranty.
THE CONTENTS AND THE PLATFORM ARE PROVIDED “AS IS” WITH ALL FAULTS AND WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR ANY PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, ANY WARRANT THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, AND THAT ADEQUATE SUPPORT FOR THE PLATFORM WILL BE PROVIDED. Gilded and its service providers further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the Platform or the Contents. Gilded may make changes to the Contents and the Platform at any time without notice. Gilded makes no commitment to update the Contents or the Platform. Neither Gilded nor its service providers warrant that the Platform or associated server computers are free of viruses or other harmful components. You solely (and not Gilded) assume the entire cost of all necessary servicing, repair, or correction to your equipment, computers, software, or data resulting in any way from viewing or downloading the Contents or otherwise using the Platform. You are solely responsible for providing, maintaining, and troubleshooting any internet connection required to use the Platform. Further, you agree that Gilded is not responsible in any way for your inability to use the Platform due to problems attributable to such connection.
YOU SPECIFICALLY AGREE THAT GILDED SHALL NOT BE RESPONSIBLE FOR THE COMMUNICATIONS UPLOADED TO THE PLATFORM BY YOU, THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION(S) OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSMISSION(S) ENTERED IN THROUGH THE SERVICES, ANY EXPENSES, DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSIONS, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, STRICT LIABILITY, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FOR ANY OTHER CAUSE OF ACTION. YOU ALSO AGREE THAT GILDED IS NOT RESPONSIBLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY THIRD-PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.
IN NO EVENT SHALL GILDED BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION OR DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE CONTENTS OR PLATFORM, EVEN IF GILDED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THE TOTAL AMOUNT OF OUR LIABILITY TO YOU WILL BE LIMITED TO FIFTY DOLLARS ($50). PURSUANT TO THE JURISDICTIONS WHICH PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Links To / From Other Sites.
a. Third-party sites may be linked to or from the Platform. Such linked sites are not under the control of Gilded, and Gilded is not responsible for the content of any linked site or any link contained in a linked site. These links may be provided merely for the convenience of our users. Gilded reserves the right to terminate any link or linking program at any time. Gilded does not endorse, sanction, or verify companies or products to which it links, unless it expressly states otherwise. If you decide to access any of the third-party sites linked on the Platform, you do this entirely at your own risk. Concerns regarding a third-party site should be directed to the third-party site.
- Arbitration Agreement and Class Action Waiver.
If you have executed the Terms of Service, then the arbitration provisions in the applicable addendum will apply instead of this provision. This section (this “Arbitration Section”) sets forth the circumstances and procedures under which Claims (as defined below) shall be arbitrated instead of litigated in court upon the election of either party.
a. Definitions: As used in this Arbitration Section, the term “Claim” means any claim, dispute or controversy between you and Gilded, its Affiliates, and any of its or their officers, directors, employees, consultants, agents or assigns, that arises in connection with your transaction, the Platform, the Contents, or these Terms as well as any related or prior agreement that you may have had with us or the relationships resulting from these Terms, including the validity, enforceability or scope of this Arbitration Section. “Claims” include claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims, and third-party claims and claims based upon contract, tort, fraud, and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (1) claims arising out of or relating to any aspect of the relationship between you and us; (2) claims that arose out of your use of the Platform; and (3) claims currently the subject of a purported class action litigation in which you are not a member of a certified class.
However, the dispute resolution procedure specifically does not apply to (1) a claim relating to the enforcement or validity of your or our intellectual property rights; or (2) a claim relating to an allegation of theft, piracy, or unauthorized use.
We shall not elect to use arbitration under this Arbitration Section for any Claim that you properly file and pursue in a small claims court of your state or municipality so long as the Claim is individual and pending only in that court; any appeals from that court shall be pursued only in arbitration. As used in this Arbitration Section, the terms “we” and “us” shall for all purposes mean Gilded, its Affiliates, successors, and assigns, and all of its agents, employees, directors and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service, or benefit in connection with the Platform if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Arbitration Section, the terms “you” or “yours” shall mean all persons or entities contractually obligated under any these Terms.
b. Initiation of Arbitration Proceeding/Selection of Administrator: Any Claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration Section and the code of procedures of the national arbitration organization to which the Claim is referred in effect at the time the Claim is filed (the “Code”). Claims shall be referred to either Judicial Arbitration and Mediation Services (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the party electing to use arbitration. If a selection by us of one of these organizations is unacceptable to you, you shall have the right within thirty (30) days after you receive notice of our election to select the other organization listed to serve as arbitrator administrator. The arbitration shall be heard and determined by a single neutral arbitrator selected in accordance with the AAA or JAMS rules; provided, however, that if the dispute involves more than $25,000 then the arbitration shall be heard and determined by three (3) arbitrators, each of whom shall have had at least five (5) years’ experience in connection with the business of Gilded, one arbitrator being selected by you, the second arbitrator being selected by the Gilded and the third arbitrator being selected by the two arbitrators so selected. If your Claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA or JAMS Rules. If your Claim exceeds $10,000, the right to a hearing will be determined by the AAA or JAMS Rules. For a copy of the procedures, to file a Claim or for other information about these organizations, contact them as follows: (i) JAMS at 1920 Main Street, Suite 300, Los Angeles, CA 92614; website at www.jamsadr.com; and (ii) AAA at 335 Madison Avenue, New York, NY 10017; website at www.adr.org.
c. Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated only on an individual basis. There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other customers, or other persons similarly situated. The arbitrator’s authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
d. Location of Arbitration and Choice of Law: Any arbitration hearing that you attend shall take place in New York, New York.
e. Arbitration Procedures: This Arbitration Section shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1-16, as it may be amended (the “FAA”). The arbitration shall be governed by the applicable Code, except that (to the extent enforceable under the FAA) this Arbitration Section shall control if it is inconsistent with the applicable Code. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. In conducting the arbitration proceeding, the arbitrator shall not apply the Federal or any state rules of civil procedure or rules of evidence. Either party may submit a request to the arbitrator to expand the scope of discovery allowable under the applicable Code. The party submitting such a request must provide a copy to the other party, who may submit objections to the arbitrator with a copy of the objections provided to the request party, within fifteen (15) days of receiving the requesting party’s notice. The granting or denial of such request will be in the sole discretion of the arbitrator who shall notify the parties of his/her decision within twenty (20) days of the objecting party’s submission. The arbitrator shall take reasonable steps to preserve the privacy of individuals, and of business matters. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA. However, any party can appeal that award to a three-arbitrator panel administered by the same arbitration organization, which shall consider anew any aspect of the initial award objected to by the appealing party. The appealing party shall have thirty (30) days from the date of entry of the written arbitration award to notify the arbitration organization that it is exercising the right of appeal. The appeal shall be filed with the arbitration organization in the form of a dated writing. The arbitration organization will then notify the other party that the award has been appealed. The arbitration organization will appoint a three-arbitrator panel which will conduct arbitration pursuant to its Code and issue its decision within one hundred twenty (120) days of the date of the appellant’s written notice. The decision of the panel shall be by majority vote and shall be final and binding.
f. Continuation; Severability: This Arbitration Section shall survive termination of your Account. If any portion of this Arbitration Section is deemed invalid or unenforceable under any principle or provision of law or equity, consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Section, the Agreement, or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity.
g. Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED FOR IN THE CODE. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATOR SHALL NOT CONDUCT A CLASS ARBITRATION OR A JOINT ARBITRATION, EXCEPT AS SET FORTH IN THIS ARBITRATION SECTION. EXCEPT AS PROVIDED IN THIS ARBITRATION SECTION, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
a. Gilded maintains offices within the United States of America from which it may administer the Platform. Gilded makes no representation that Contents nor the Platform are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access the Platform from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Contents in violation of U.S. export laws and regulations. Particularly, the Platform may not be accessed from, or downloaded or exported (a) into (or to a resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country which the United States has embargoed goods; or (b) by anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. By downloading or using the Platform and Contents, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
b. You may terminate your access to the Platform at any time. Gilded may suspend or discontinue providing the Contents to you with or without cause and without notice. Gilded may pursue any other remedy legally available to it if you fail to comply with any of your obligations hereunder.
c. Notices. Except as otherwise provided herein, all notices and other communications hereunder shall be in writing or displayed electronically on the Platform by Gilded. Notices shall be deemed to have been properly given: (1) on the date deposited for postal mail; (2) on the date first made available, if displayed on the Platform; or (3) on the date received, if delivered in any other manner. Notices to you may be sent to any of the addresses provided by you on any form on the Platform. Except as expressly directed otherwise by Gilded herein or elsewhere on the Platform, notices to Gilded should be sent to: email@example.com.
d. Governing Law; Jurisdiction; Costs. These Terms are governed by the laws of the State of New York, without regard to its conflict or choice of law provisions. You acknowledge and agree that New York is an appropriate place for venue of any litigation and that New York courts have jurisdiction over this agreement and you. In the event that any dispute under the Arbitration Section is appealed, or any collection action, suit or other judicial proceeding is commenced, the prevailing party in any such collection action, suit or judicial proceeding shall be entitled to recover its costs and reasonable attorneys’ fees incurred.
e. Assignment. You may not assign your rights or delegate your duties under these Terms.
f. Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter hereof are superseded and canceled in their entirety.
g. No Waiver. The failure of Gilded to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
h. Severability. If any provision hereof is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and that these Terms for the Platform will in any event remain valid and enforceable.