Gingr Terms of Service

Updated July 13, 2026

These TERMS OF SERVICE (this “Agreement”) are made by and between Gingr, LLC (“Gingr” or “Company”) and “Customer”, which is the entity or other organization who places an order (whether by way of an executed document or via an online order submitted through the Platform whereby payment is taken) with Gingr seeking to access and use the Services (an “Order”). All access to and use of the Services available through the Platform is subject to this Agreement and any Order. Gingr and Customer may be referred to in this Agreement individually as a “Party” or together as the “Parties”.

In addition to this Agreement and any Order, Customer’s access to and use of the Platform and Services is subject to Gingr’s then-current policies relating to the Platform and Services, which are posted to the Platform or otherwise provided to Customer (“Policies”).

THIS AGREEMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING CUSTOMER’S RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO CUSTOMER. PLEASE READ IT CAREFULLY.

THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY ACCESSING OR USING THE PLATFORM OR SERVICES (OR BY ENTERING INTO OR SUBMITTING AN ORDER FOR ANY SERVICES), CUSTOMER AGREES THAT IT HAS READ AND AGREES TO BE BOUND BY THIS AGREEMENT.

IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT OR DOES NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, GINGR IS NOT WILLING TO PROVIDE CUSTOMER WITH ACCESS TO OR USE OF THE PLATFORM OR SERVICES AND CUSTOMER MUST NOT ACCESS OR USE THE PLATFORM OR SERVICES. IF CUSTOMER ACCESSES OR USES THE PLATFORM OR SERVICES, CUSTOMER REPRESENTS THAT IT MEETS THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND AGREES TO BE BOUND BY THIS AGREEMENT.

THIS AGREEMENT IS ENTERED INTO AS OF THE EARLIER OF THE DATE CUSTOMER FIRST (I) ENTERS INTO OR SUBMITS AN ORDER, AND (II) ACCESSES OR USES THE SERVICES OR THE PLATFORM, INCLUDING ANY FREE TRIAL PERIODS (THE “EFFECTIVE DATE”). THIS AGREEMENT IS SUBJECT TO CHANGE BY GINGR WITHOUT PRIOR WRITTEN NOTICE AT ANY TIME, IN GINGR’S SOLE DISCRETION. THE LATEST VERSION OF THIS AGREEMENT WILL BE POSTED ON THE SITE, PLATFORM, OR OTHERWISE DELIVERED TO CUSTOMER ELECTRONICALLY. CUSTOMER’S CONTINUED USE OF THE PLATFORM OR SERVICES AFTER A POSTED CHANGE IN THIS AGREEMENT WILL CONSTITUTE ITS ACCEPTANCE OF AND AGREEMENT TO SUCH CHANGES.

DEFINITIONS. Capitalized terms have the meanings below or as otherwise provided in this Agreement.
1. “Affiliate” of a Party means any entity that (as of the Effective Date, or thereafter) directly or indirectly Controls, is Controlled by, or is under common Control with, that Party. “Control” means the power to direct, or cause the direction of, the affairs, policies, or management of a person or entity, whether through the ownership of voting securities, by contract, or otherwise. For Customer alone, a franchisee shall also be considered an Affiliate hereunder.
2. “Aggregated Anonymous Data” means any of the following information as has been aggregated with other similar information of other Gingr customers, and anonymized so that it does not reveal any personally identifying information or information identifying Customer or any of Customer’s Users or customers: (a) information related to how Customer or any of Customer’s Users or customers are using the Platform and Services; and (b) information related to the performance of the Platform or Services. 
3. “Applicable Law” means all laws, rules, regulations, rulings, decrees, directives, or other requirements of any governmental authority that: (a) apply to the Services; (b) relate to the Parties’ rights and obligations in this Agreement; or (c) apply to the collection, processing, or storage of Personal Data including, but not limited to, Data Protection Laws.
4. “Customer Content” means all electronic information transferred, stored, modified, communicated, or shared through Customer’s use of the Platform and Services and any Personal Data relating to Customer or any of Customer’s Users, customers, service providers, employees, contractors, recipients, or agents generated or received through Customer’s use of the Platform or Services.
5. “Data Protection Laws” has the meaning set forth in the DPA.
6. “Documentation” means the description of the Platform and/or Services, including any specifications, requirements, training guides, manuals, and any other information about the installation, configuration, interoperability, and use, including any updates thereto, as provided or made available to Customer by or on behalf of Company.
7. “Intellectual Property Rights” means: (a) any trademarks, service marks, trade names, trade dress, and Internet domain names, together with all goodwill and common law rights associated therewith; (b) any patents; (c) any copyrights; (d) registrations and applications for registration of any of the foregoing in (a)-(c); (e) any trade secrets; (f) any rights of privacy and/or publicity; and (g) all other forms of intellectual property or proprietary rights, and any derivatives of any of the foregoing in (a)-(f).
8. “Personal Data” has the meaning set forth in the DPA.
9. “Personnel” means, with respect to each Party, their respective employees, subcontractors, vendors, agents, and other persons and/or entities that may be engaged by such Party from time to time.
10. “Platform” means (i) the online service platform known as “Gingr” made available through the Site, and (ii) the mobile application known as “Gingr”; in each case, which is made available by Gingr and provides customers and end users with the ability to access and use information, data, and other content for the operation and use of pet boarding, daycare, grooming, and other pet care businesses.
11. “Services” means the services, functionality, and resources made available through the Platform and/or otherwise set forth on an Order.
12. “Site” means the web site located at http://www.gingrapp.com/ and/or such other websites or applications where Gingr may make the Platform available from time to time.
13. “Subscription Term” means the subscription period for Customer’s access to the Platform and Services, as set forth on an Order. As used in this Agreement, “Subscription Term” may refer to the initial Subscription Term together with all renewal Subscription Terms, or may refer to the initial Subscription Term or any individual renewal Subscription Term by itself, as the context requires.
14. “Systems” means websites, mobile or tablet devices or sites, applications, and other digital properties, services, platforms, software, servers, computers, hardware, firmware, middleware, networks, systems, workstations, data communication lines, routers, hubs, switches, magnetic, optical or electrical data storage devices, and all other information technology equipment.
USE OF PLATFORM AND SERVICES.
1. License Grant. For the applicable Subscription Term set forth in an Order, Company hereby grants to Customer a revocable, non-exclusive, worldwide, non-transferable, non-sublicensable (except to Customer’s Affiliates), license to access and use the Platform and Services as set forth in this Agreement and any Order(s). Customer may display, reproduce, modify, and distribute the Documentation to its Users and Personnel solely as necessary to facilitate Customer’s use of the Platform and Services.
2. Customer’s Use of Platform and Services.
3. Customer’s Affiliates. An Affiliate of Customer may either (a) receive Services under an Order signed by Customer, in which case Customer is and will be responsible for such Affiliate’s compliance with the terms of this Agreement and the applicable Order (including any unfulfilled payment obligations related to Fees or that may arise under Section 8.3 (Indemnification by Customer)), or (b) execute an Order itself, which identifies this Agreement. In the case of either (a) or (b), each such Affiliate will be deemed “Customer”, as that term is utilized in this Agreement and as the context requires, and, in the case of (b), (1) such Affiliate shall be solely responsible for its compliance with the terms of this Agreement and the applicable Order (including any payment obligations related to Fees or that may arise under Section 8.3 (Indemnification by Customer)), and (2) any action or inaction pursuant to an Order (including any breach of the terms of this Agreement with respect to such Order) by such Affiliate shall only be enforceable against such Affiliate and shall not affect the application, validity, or applicability of this Agreement or any other Order entered into pursuant to this Agreement. For the avoidance of doubt, Company’s aggregate liability under Section 9.2 (Limitations of Liability) shall remain subject to the caps provided therein and shall not be separately applied to any Affiliate(s).
4. Service Levels. If applicable, a form of service level agreement for Customer’s use of the Services will be set forth in the applicable Order (“SLA”).
5. Modifications to the Platform or Services. Company reserves the right, at any time, to modify the Platform and/or Services, or any part thereof, subject to the terms of this Agreement and any Order; provided, that any such modification does not materially diminish any core functionality thereof utilized by Customer; provided, further, that Company shall provide Customer with not less than thirty (30) days’ written notice of any material modification.
6. Third-Party Applications. If Customer installs or enables Third-Party Applications for use with the Platform and/or Services, Customer acknowledges that Company has no responsibility for the interoperability of any such Third-Party Application with the Platform or Services, and that if any such Third-Party Application becomes inoperable, causes all or any portion of the Platform or Services to become inoperable, or results in a Personal Data Breach (as defined in the DPA), Company shall have no liability or obligation whatsoever to Customer or any third party therefor. For purposes of this Agreement, “Third-Party Applications” means online or mobile applications and any other online or offline software products that are provided by third parties, and that interoperate with, or purport to interoperate with, the Platform and/or Services.
7. Beta Services. From time to time, Company may invite Customer to try products and/or services, which are not generally available to the public or other Gingr customers and offered on a trial basis, without charge (“Beta Services”). Customer may accept or decline to try any Beta Services at its sole discretion. Any Beta Services will be clearly designated as ‘beta’, ‘pilot’, ‘limited release’, ‘developer preview’, ‘non-production’ or with a description of similar import. Beta Services are provided for evaluation purposes only and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. BETA SERVICES ARE NOT CONSIDERED PART OF THE PLATFORM OR SERVICES DELIVERED UNDER THIS AGREEMENT OR ANY ORDER AND ARE PROVIDED “AS IS”, WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND OR NATURE WHATSOEVER. Company may, in its sole discretion: (a) discontinue any Beta Services at any time; (b) decide not to make any Beta Services generally available; and (c) make changes to any Beta Services prior to releasing them to the public and/or other Gingr customers.
FEES.
1. General; Invoicing. Company shall invoice Customer for fees, reimbursements, charges, and expenses, including, without limitation, fees passed on from third parties or incurred by Company that directly relate to Customer’s utilization of Services, in each case, which are set forth in this Agreement, on the relevant Order, or published on the Site (collectively, “Fees”), at the frequency and in the manner set forth on the applicable Order; provided, that, unless otherwise set forth on the Order: (i) invoicing shall be monthly, in advance; (ii) payment shall be in U.S. Dollars; (iii) billing begins at the beginning of the Subscription Term; (iv) billing for each additional Customer location shall begin as soon as Customer formally requests the addition of such location to Company; and (v) Company may increase any Fee, at any time, by providing Customer with at least thirty (30) days’ prior written notice. For the avoidance of doubt, pricing set forth on an Order shall control over pricing published on the Site. Unless specifically set forth herein or on any Order, all Fees are non-refundable and non-cancelable, regardless of whether Customer elects to discontinue use of the Services during a Subscription Term.
2. Discounts. Customer may receive volume, exclusivity, or other conditional discounts as reflected on an Order. Customer understands and agrees that it will forfeit such discounts if it fails to maintain the eligibility conditions set forth in the relevant Order and, following such forfeiture, unless otherwise expressly set forth in such Order, will be billed at the then-current rates for the applicable Services.
3. Late Payments. If Customer is not current on payment for any Services, Company reserves the right to suspend or terminate Customer’s access to such Services until such amounts are paid in full. In such case, Company will provide Customer advance written notice and an opportunity to cure before taking such action. In addition, Company may charge Customer interest on any amounts more than thirty (30) days past due equal to the lesser of (a) 1.5% per month, and (b) the maximum amount permitted to be charged under Applicable Law.
4. Taxes. Except as otherwise set forth in an Order, if and to the extent any payments due by Customer to Company hereunder are subject to any applicable value added, goods and services, sales, use, consumption, or other similar taxes imposed by a governmental authority (“Taxes”) arising from Company’s performance of the Services for which Customer is responsible under Applicable Law, Company may charge and Customer shall pay such Taxes; provided, that such Taxes are separately stated, and the invoice therefor identifies the relevant jurisdiction and the Services subject to such Taxes. Notwithstanding the foregoing, Company will not invoice Customer for Taxes where Customer provides Company with a valid direct pay or exemption certificate.
CONFIDENTIAL INFORMATION. “Confidential Information” is any information and materials disclosed or made available by or on behalf of one Party (“Discloser”) to the other Party (“Recipient”), that is designated as confidential or is reasonably expected to be confidential or proprietary. Without limiting the generality of the foregoing, Confidential Information includes, but is not limited to, trade secrets, business, technical, and financial information not generally known to the public, such as business plans, strategies, practices, products, and Personnel-related data; and in the case of Customer, Customer Content and Personal Data. Confidential Information does not include information that: (a) Recipient rightfully possessed without a duty of confidentiality before obtaining it from Discloser; (b) is or becomes generally available to and known by the public through no fault of Recipient; (c) Recipient received on an unrestricted basis from a source other than Discloser, and not under a duty of confidentiality; or (d) Recipient developed independently, without reference, in whole or in part, to Discloser’s Confidential Information. Each Party shall maintain in confidence and protect the other’s Confidential Information from any unauthorized disclosure, access, use, destruction, alteration, or loss, using at least the same standard of care it uses to protect its own Confidential Information, but no less than a reasonable degree of care. Recipient shall not, nor permit any person or entity to use, copy, or disclose Discloser’s Confidential Information to any person or entity other than (a) to Recipient’s Affiliates and authorized Personnel as strictly necessary for Recipient to perform or receive the Services or to comply with this Agreement or Applicable Law, or (b) to legal counsel, accountants, banks, other financing sources, and advisors as strictly necessary for such parties to advise or perform services on behalf of Recipient (such persons, “Authorized Persons”). Recipient (a) shall ensure that its Authorized Persons with access to Discloser’s Confidential Information are bound by substantially similar confidentiality obligations no less restrictive than those set forth in this Section 4 and (b) is liable to Discloser for the failure of Recipient’s Authorized Persons to comply with this Section 4 to the same extent that Recipient would have been had Recipient failed to comply. Recipient shall, to the extent not prohibited by Applicable Law, (a) promptly notify Discloser if any Applicable Law or a governmental authority of competent jurisdiction requires or requests Recipient to disclose any of Discloser’s Confidential Information, and (b) use reasonable efforts to allow Discloser an opportunity to seek injunctive relief from, or a protective order with respect to, the contemplated disclosure, at Discloser’s cost. Notwithstanding the foregoing, Recipient (a) may disclose only that portion of Discloser’s Confidential Information that Recipient’s counsel advises is not subject to privilege and must be disclosed, and (b) shall, at Discloser’s expense and to the extent not prohibited by Applicable Law, cooperate with Discloser to ensure the disclosed Confidential Information is treated in a confidential manner. Each Party hereby acknowledges and agrees that the Confidential Information constitutes unique and valuable assets of Discloser. Each Party each further acknowledges that, because of the unique nature of the Confidential Information, monetary damages may be inadequate to compensate Discloser for any breach by Recipient of its covenants and agreements set forth in this Section 4. Accordingly, each Party agrees and acknowledges that any violation of the terms of this Section 4 may cause irreparable damage to Discloser and, therefore, that in addition to any other legal remedies or equitable relief available to Discloser for any breach of this Section 4, Discloser shall be entitled to seek, from a court of appropriate jurisdiction, specific performance in the form of injunctive relief to prevent, inhibit, or enjoin any actual, suspected, or threatened violation of the terms of this Section 4 by Recipient or its Authorized Persons, without the necessity of posting a bond. Upon the expiration or termination of this Agreement, or upon the earlier written request of Discloser (email to suffice), Recipient shall promptly destroy any Confidential Information received in written, electronic, or other tangible form, including all copies and electronic reproductions thereof. Notwithstanding the foregoing, nothing in this Section 4 shall require the alteration, modification, deletion, or destruction of back-up tapes or other comparable electronic records made in the ordinary course of business pursuant to Recipient’s or its Authorized Persons’ respective electronic information systems. Additionally, Recipient shall only be required to use reasonable efforts to search for and destroy copies of routine emails between Authorized Persons, but shall not be required to conduct exhaustive electronic discovery for emails that do not contain attachments containing Confidential Information. Notwithstanding the destruction or deletion of Confidential Information pursuant to this Section 4 by Recipient and its Authorized Persons, Recipient and its Authorized Persons shall continue to be bound by the confidentiality obligations set forth in this Section 4 with respect to any Confidential Information retained or archived, for the duration of the survival periods specified in this Section 4. Recipient’s obligations under this Section 4 regarding Discloser’s Confidential Information terminates two (2) years after the expiration or termination of this Agreement, except that Recipient’s obligations survive (i) in perpetuity for backed up Personal Data, and (ii) for Confidential Information that is a trade secret, for as long as such Confidential Information is a trade secret under Applicable Law.
DATA AND SECURITY.
1. Data Processing. The Parties agree to comply with (i) all Applicable Law with respect to collecting, processing, accessing, sharing, storing, and disposing of Personal Data, and (ii) the terms of the Data Processing Agreement.
2. Security. To protect Customer Content, Company shall (a) implement and maintain administrative, technical, physical, and organizational safeguards regarding security, continuation, backup, and disaster-recovery that are consistent with industry standards and practices and comply with Applicable Law, and (b) only access and use Customer’s Systems to the extent necessary to provide or improve the Platform or Services.
3. Usage Restrictions. Except as: (a) expressly permitted under this Agreement or any Order; (b) requested or approved in writing by Customer (email to suffice), including in connection with any customer support matters; (c) in order to provide or improve the Platform or Services, including to prevent or address any service or technical problems; (d) in order to develop and test new features and services; or (e) compelled by law in accordance with Section 4 (Confidential Information), Company shall not access or modify Customer Content, or disclose Customer Content to any third party.
4. Use of Aggregated Anonymous Data. Notwithstanding anything herein to the contrary, Company may (i) collect information to generate, and process, Aggregated Anonymous Data, and (ii) freely use and make available Aggregated Anonymous Data for the purpose of operating the Platform and marketing it to other similar customers (including without limitation, for purposes of improving, testing, operating, promoting, and marketing Company’s current and future products and services). Company is and will remain the sole and exclusive owner of all right, title, and interest in and to all Aggregated Anonymous Data, including all Intellectual Property Rights related thereto, and may freely use all Aggregated Anonymous Data during the term of this Agreement and thereafter.
INTELLECTUAL PROPERTY. Except for the rights provided in this Agreement, as between the Parties, Company is and shall remain the sole and exclusive owner of the Technology, including all associated Intellectual Property Rights.
REPRESENTATIONS AND WARRANTIES.
1. Duly Authorized. Each Party represents and warrants that it (a) is duly organized and in good standing in the jurisdiction of its organization, and (b) has all requisite power and authority to enter into this Agreement.
2. No Consents or Conflicts. Each Party represents and warrants that its entering into and performance of this Agreement does not and will not (a) violate, conflict with, or result in the breach of any provision of its charter, bylaws, or organizational documents, or (b) conflict with, result in a breach of, constitute a default of, require any consent under, or give any other person or entity a right to terminate, amend, accelerate, suspend, revoke, or cancel any other agreement to which it is a party or by which it is bound.
3. Compliance with Applicable Law. Each Party shall comply with all Applicable Law relative to its performance under this Agreement.
4. OFAC Certification. Each Party certifies that (a) it is not acting on behalf of any person, group, entity, or nation named by any Executive Order or the United States Treasury Department, through its Office of Foreign Assets Control (“OFAC”) or otherwise, as a terrorist, “Specially Designated Nation”, “Blocked Person”, or other banned or blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that is enforced or administered by OFAC or another department of the United States government, and (b) it is not engaged in this transaction on behalf of, or instigating or facilitating this transaction on behalf of, any such person, group, entity, or nation.
5. Warranty Disclaimer. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
INDEMNIFICATION.
1. Indemnification by Company. Company shall defend, indemnify, and hold harmless Customer, its Affiliates, and its and their respective officers, directors, employees, and agents, from and against any and all liabilities, losses, claims, damages, costs, and expenses, including reasonable attorneys’ fees and any applicable fines or penalties (collectively, “Losses”) arising from any third-party claim, suit, action, or proceeding (each, a “Third-Party Claim”): (a) alleging that the Technology infringes, misappropriates, or otherwise violates or conflicts with Applicable Law or such third party’s Intellectual Property Rights; (b) arising from Company’s breach of its obligations under Section 5 (Data and Security); and (c) arising from Company’s breach of its representations or warranties hereunder and/or Company’s and/or its Personnel’s failure to comply with Applicable Law. Notwithstanding anything in this Agreement to the contrary, Customer understands and agrees that Company (nor its Affiliates or its or their respective officers, directors, employees, or agents) shall have no liability or obligation whatsoever to Customer (nor its Affiliates or its or their respective officers, directors, employees, or agents) under this Section 8.1 or otherwise with respect to any Third-Party Claim based upon or resulting from: (i) any use of the Technology not strictly in accordance with the terms of this Agreement, any Order, or any Documentation; (ii) alterations, combinations, or enhancements of the Platform or Services not created by Company, including without limitation, the use of any Third-Party Applications; (iii) any portion of the Technology specific to Customer, or which implements any specific requirements requested by Customer; (iv) Customer’s use of any prior, unsupported versions of the Platform, after being provided with updated versions thereto; or (v) any Intellectual Property Right in which Customer (or its Affiliates or its or their respective officers, directors, employees, or agents) has an interest (each, an “Uncovered Use”).
2. Corrective Solutions for Infringing Materials. If the Technology, or any part thereof, is held by a court of competent jurisdiction to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or Company determines in good faith that the Technology, or any part thereof, may so infringe, misappropriate, or violate, Company shall use commercially reasonable efforts to either, at no additional cost to Customer, (a) promptly replace or modify the Technology, or (b) obtain a license for Customer to continue to utilize the Technology (collectively, the “Corrective Solutions”). If Company is unsuccessful with such Corrective Solutions, Company shall have the right to terminate this Agreement (and any outstanding Order(s)) and relieve both Parties of any further rights and obligations hereunder and thereunder, and Company shall provide a pro-rata refund to Customer for any portion of a Subscription Term that was prepaid but unused. The Parties agree that, except for its obligations under Section 8.1 (Indemnification by Company), the Corrective Solutions and the foregoing refund shall be Customer’s sole remedy with respect to such infringement, misappropriation, or violation. This Section 8.2 shall not apply to the extent such infringement, violation, or misappropriation arises, in whole or in part, from any Uncovered Use.
3. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Company, its Affiliates, and its and their respective officers, directors, employees, and agents, from and against any and all Losses arising from any Third-Party Claim (a) alleging that any Customer Content infringes, misappropriates, or otherwise violates or conflicts with Applicable Law or such third party’s Intellectual Property Rights, and (b) arising from Customer’s breach of its representations or warranties hereunder and/or Customer’s and/or its Personnel’s failure to comply with Applicable Law.
4. Indemnification Procedure. The Party seeking indemnification under Section 8.1 (Indemnification by Company) or Section 8.3 (Indemnification by Customer), as applicable (the “Indemnitee”) will provide the other Party (the “Indemnitor”) with prompt written notice of any Third-Party Claim for which it believes it is entitled to indemnification thereunder; provided, that, the Indemnitee’s failure to provide prompt written notice shall not relieve the Indemnitor of its indemnification obligations thereunder unless such failure materially prejudices the Indemnitor’s ability to defend the Third-Party Claim. The Indemnitor shall promptly take control of the defense and investigation of such Third-Party Claim and shall employ counsel approved by the Indemnitee, such approval not to be unreasonably withheld, delayed, or conditioned, to handle and defend the same, and, subject to Section 9.2 (Limitations of Liability), at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings, at its own cost and expense, with counsel of its own choosing. Indemnitor shall not settle any Third-Party Claim without the Indemnitee’s prior written consent, such consent not to be unreasonably withheld, delayed, or conditioned; provided, that Indemnitor may settle such Third-Party Claim without the Indemnitee’s consent where both (i) the Indemnitor does not cause the Indemnitee to admit any fault, and (ii) the Indemnitor pays for the entire amount of any Losses arising from such Third-Party Claim.
EXCLUSION OF DAMAGES; LIMITATIONS OF LIABILITY.
1. Exclusion of Damages. NEITHER PARTY, NOR ITS AFFILIATES, NOR ITS OR THEIR PERSONNEL, OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, SUCCESSORS, OR ASSIGNS, SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, MISREPRESENTATION, OR UNDER ANY OTHER THEORY OF LIABILITY.
2. Limitations of Liability. EXCEPT FOR ANY FEES OWED BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT OR ANY ORDER (INCLUDING, WITHOUT LIMITATION, ANY TAX OBLIGATIONS) OR CUSTOMER’S BREACH OF SECTION 2.2.3 (RESTRICTIONS ON USE) OR SECTION 2.2.4 (RESTRICTIONS ON CUSTOMER CONTENT), IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, OR ITS OR THEIR PERSONNEL, OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. THE FOREGOING LIABILITY CAP SHALL NOT APPLY WITH RESPECT TO (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, OR (B) LOSSES OR DAMAGES CAUSED BY A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL OR DELIBERATE ACT OR OMISSION. IF ANY OF THE FOREGOING ARE AT ISSUE, THE AGGREGATE LIABILITY CAP SHALL BE INCREASED TO TWO TIMES THE AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
TERM; TERMINATION.
1. Term. This Agreement begins on the Effective Date and shall continue until the earlier of (i) the expiration of all Orders, and (ii) its termination in accordance with the terms hereof. The length of the initial Subscription Term shall be as set forth on the initial Order. Unless otherwise set forth on an Order, the then-current Subscription Term shall automatically renew for the same length as the expiring Subscription Term; provided, that, either Party may elect not to renew a Subscription Term by providing written notice to other Party at least sixty (60) days prior to its renewal.
2. Termination Rights.
  1. Termination for Breach. Either Party may terminate this Agreement and/or any affected Order(s) (a) immediately upon written notice to the breaching Party if the breaching Party materially breaches its obligations set forth in this Agreement and such breach is non-curable, or (b) thirty (30) business days following the breaching Party’s receipt of notice that it has materially breached this Agreement if such breaching Party has not cured such breach within such thirty (30) business day period. In the case of either (a) or (b), such notification must include: (i) the nature of the breach; (ii) the specific provision(s) of this Agreement that was breached; and (iii) details of the facts and circumstances giving rise to such breach, including, without limitation, any supporting documentation. In the case of (b), such notification must also include the specific actions requested by the non-breaching Party in order for the breaching Party to cure such breach.
  2. Termination for Bankruptcy. Either Party may terminate this Agreement and/or any Order at any time by providing notice of termination to the other Party if such Party: (a) is dissolved or liquidated or takes any corporate action for such purpose; (b) becomes insolvent or is generally unable to pay its debts as they become due; (c) becomes the subject of any voluntary or involuntary bankruptcy proceeding under any bankruptcy or insolvency law; (d) makes or seeks to make a general assignment for the benefit of its creditors; or (e) applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.
  3. Termination for Non-Payment. Company may terminate this Agreement and/or any affected Order(s) if each of the following has occurred: (a) Customer has failed to pay, by the applicable payment due date, the undisputed portion of any amounts owing hereunder or any under Order; (b) Company has notified Customer in writing of such non-payment and, in such notification, has stated its intent to terminate this Agreement and/or such Order(s), as applicable; and (c) such non-payment has not been cured within thirty (30) days of Customer’s receipt of such notice, in which case this Agreement and/or such Order(s) shall terminate upon expiration of such thirty (30) day period.
3. Effect of Termination. Upon the expiration or termination of this Agreement, Company shall cease all Services and, if applicable, provide to Customer a final invoice for unpaid Fees. Unless specifically set forth herein or on any Order, all Fees are non-refundable and non-cancelable. Company will, for a period of thirty (30) days following the expiration or termination of this Agreement, make available to Customer, at Customer’s request, a file of all Customer Content in a standard format. Company reserves the right to charge Customer an hourly rate for such work, at Company’s then-current rates. Company shall communicate any such charges to Customer and such charges shall not be assessed without Customer’s prior, written approval (email to suffice). After such thirty (30) day period, Company will have no obligation to maintain or provide any Customer Content and may thereafter, unless legally prohibited, delete all Customer Content in its Systems or otherwise in its possession or control.
4. Survival. All sections of this Agreement, which by their nature should survive the expiration or termination of this Agreement, shall so survive, subject to any survival periods specified therein.
GENERAL PROVISIONS.
1. Notices. Notices to Gingr shall be sent to support@gingrapp.com with copies to legal@togetherwork.com. Notices to Customer shall be sent to the primary email address associated with its Account. Notices shall be deemed received on the next business day after being sent.
2. Assignment. Neither Party may assign, delegate, or otherwise transfer any of its rights, remedies, or obligations set forth in this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, delayed, or conditioned; provided, however, that Company shall be permitted (without consent) to assign its rights and obligations hereunder to any successor to all or substantially all of its business that concerns this Agreement (whether by sale of stock or assets, merger, consolidation, reorganization, or otherwise). This Agreement binds and inures to the benefit of the Parties and their respective successors and permitted assigns.
3. No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement (a) is entered into by and between, and may be enforced only by, the Parties hereto, and (b) will not be deemed to (i) create any rights in third parties (other than the Parties’ permitted successors and assigns and any persons or entities expressly entitled to indemnity hereunder), including without limitation, a Party’s Affiliates and its and their respective Personnel, officers, directors, partners, and shareholders, or (ii) create any obligations of a Party (nor its Affiliates or their respective Personnel, officers, directors, partners, or shareholders) to any such third parties.
4. Disputes. Subject to Section 4 (Confidential Information), all claims or disputes between the Parties, whether in contract, tort, misrepresentation, or any other legal theory, related directly or indirectly to this Agreement (each, a “Dispute”) will be resolved solely in accordance with the terms of this Section 11.4. In the event of a Dispute, the Parties hereby agree that (i) both Parties will first attempt, in good faith, to resolve such Dispute through direct negotiation for at least thirty (30) days following the disputing Party’s giving of notice to the other Party as provided in Section 11.1 (Notices), and (ii) in the event a Dispute cannot be resolved during that time period, each Party hereby agrees and covenants that it will submit to mediation under a mutually agreeable certified and impartial mediator located in the State of Delaware. If the Parties agree (email to suffice), (i) mediation hereunder may be held remotely, or (ii) the Parties may advance directly to arbitration. In the event of mediation, each Party will bear its own costs of such mediation, including its own attorney’s fees and its equal share of mediator fees. The Parties will hold the existence, content, and results of the mediation in confidence. The mediator shall not consider punitive damages. In the event the Dispute is not resolved in said mediation, the Parties agree to submit to binding arbitration before a single arbitrator in the State of Delaware in accordance with the Streamlined Arbitration Rules and Procedures of JAMS, which shall administer the arbitration. If the Parties agree (email to suffice), arbitration hereunder may be held remotely. In the event of arbitration, each Party will bear its own costs of such arbitration, including its own attorney’s fees and its equal share of arbiter fees. The Parties will hold the existence, content, and results of the arbitration in confidence. The arbiter shall not consider punitive damages. The arbiter does not have the authority to alter or modify the terms of this Agreement. Notwithstanding the foregoing, each Party reserves the right to seek an injunction or other equitable relief in court to prevent or stop a breach of this Agreement or a violation of rights either Party has under law, at its own expense, including attorney’s fees.
5. Governing Law. This Agreement shall be governed and construed in accordance with applicable United States federal law and the laws of the State of Delaware, without regard to conflict of laws principles. The Parties hereby submit to the jurisdiction of, and waive any venue objections against, the federal and state courts of the State of Delaware for any claim, suit, action, proceeding, or other form of litigation of any kind (“Action”) arising out of or relating to this Agreement or the negotiation, validity, or performance of this Agreement.
6. Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
7. Statute of Limitations. No Action may be brought or asserted by one Party (nor its Affiliates or their respective Personnel, officers, directors, partners, or shareholders) against the other Party (nor its Affiliates or their respective Personnel, officers, directors, partners, or shareholders) under this Agreement more than one year after the cause of such Action became known to the potential claimant or should have been known to the claimant based on the surrounding circumstances.
8. Entire Agreement; Conflict. This Agreement, including (i) any Order, (ii) any schedules and exhibits hereto, (iii) any Policies, and (iv) any Customer-issued purchase order that is approved by Company (“Purchase Order”), constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, quotes, understandings, and communications, whether written or oral. Each of the foregoing (i)-(iv) shall be deemed incorporated into, and governed by, this Agreement. For the avoidance of doubt, no “click-wrap” or online terms on Customer’s website or linked on any Purchase Order shall apply. In the event of any conflict between the terms of any of the foregoing, the order of precedence shall be: (a) this Agreement, (b) the DPA, (c) an Order, (d) any schedules or exhibits hereto, (e) any Policies, and (f) any Purchase Order. For the avoidance of doubt, (i) no Order may amend, modify, limit, or expand the terms of this Agreement, unless this Agreement expressly permits such amendment, modification, limitation, or expansion, and (ii) no Purchase Order may amend, modify, limit, or expand the terms of this Agreement or any Order. Notwithstanding the foregoing or anything to the contrary in this Agreement, if Customer executed an Order prior to the ‘Updated’ date at the top of this Agreement, which contained a link to a prior version of Gingr’s online terms of service (“Prior Version”) (a) that set forth Customer’s initial Subscription Term, the length of Customer’s initial Subscription Term shall remain as set forth in the Prior Version, or (b) that provided that subscription Fees would remain unchanged during Customer’s then-current Subscription Term, the foregoing terms from the Prior Version shall continue to apply to Customer, but all other terms of this Agreement shall govern, including, for the avoidance of doubt, for any renewals of Customer’s initial Subscription Term.
9. Force Majeure. Neither Party will be liable for any default or delay in the performance of its obligations under this Agreement to the extent an unforeseeable event, including a natural disaster, act of God, pandemic, epidemic, fire, act of war or terrorism, riot, acts of civil or military authority, action or inaction of any third-party (excluding such Party’s Personnel, officers, directors, partners, and shareholders), failure or malfunction of any third-party System, or other unforeseeable occurrence beyond such Party’s reasonable control, or any related governmental, judicial, or other third-party action taken in connection with, or as a response to the event (a “Force Majeure Event”) that makes it impossible for a Party to perform or comply with its obligations; provided, that (a) the affected Party make all reasonable efforts to comply with its obligations despite the occurrence and, (b) as soon as reasonably practicable, notifies the other Party of the occurrence, its expected duration, and its impact on the affected Party’s performance. Notwithstanding anything in this Section 11.9 to the contrary, Customer shall not be relieved of any payment obligations arising as a result of a Force Majeure Event; provided, that the Services were rendered or made available to Customer.
10. Construction. The words “including,” “include,” and “includes” are not limiting and are to be read as not limiting the generality of the proceeding subject matter. “Reasonable efforts” means, with respect to a given obligation, the efforts that a reasonable and prudent person would use in similar circumstances to perform the obligations as promptly as possible, consistent with its normal business practices and good-faith business judgment, including the incurrence of reasonable expenditures or liabilities.
11. Currency. Except as otherwise expressly set forth in an Order with respect to Fees only, all amounts due hereunder and thereunder, including with respect to indemnification obligations, shall be calculated and paid in U.S. dollars.
12. Independent Contractors. The relationship of the Parties is as independent contractors. Nothing in this Agreement shall create or be deemed to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Each Party shall retain responsibility for and control over all aspects of its relationship with its respective customers and its own business, products, and services.
13. Severability. If a provision of this Agreement is determined to be unenforceable by a governmental authority of competent jurisdiction, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by Applicable Law) or disregarding it (if not so permitted). All other provisions of this Agreement shall remain in effect.
14. Waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party against whom it is to be enforced.

2.2.1. Account. Within one business day after Customer enters into or submits its initial Order, Customer will be granted access to the Platform and Services through an electronic account (“Account”) (to the extent that Customer’s Account has not been previously established). Customer may authorize designated employees within Customer’s organization to access the Services through Customer’s Account (each such individual, as applicable, a “User” of the Account). Customer and each User will be provided with a user identification and will select a password (each such user identification and password, a “User ID”). Each User ID is personal in nature and may be used only by the applicable User.

2.2.2. User ID. Customer is solely responsible for all use of the Platform and Services through Customer’s Account, for the actions of each User of Customer’s Account, and for compliance by each User with the applicable terms of this Agreement. Customer will use commercially reasonable practices to protect the security and confidentiality of each User ID and will notify Company immediately if any User ID is lost, stolen, or otherwise compromised. Customer acknowledges that Customer is fully responsible for all Fees (as defined below), liabilities, and damages incurred, and material transferred, stored, modified, or shared through each use of a User ID (whether lawful or unlawful). Customer will be solely responsible, at Customer’s own expense, for acquiring, installing, and maintaining all hardware, software, and other equipment as may be necessary for Customer and each User to connect to, access, and use the Platform and Services.

2.2.3. Restrictions on Use. Customer acknowledges and agrees that the Platform and Services, their structure and organization, and the underlying data and information, source code, method of operation, software, hardware, and other technology used by or on behalf of Company to provide the Services and operate the Platform as well as the Documentation (collectively, the “Technology”), constitute valuable trade secrets of Company. Customer will not, and will not permit any third party to: (a) access or use the Platform or Services, in whole or in part, except as expressly provided in this Agreement and any Order; (b) use the Platform or Services in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Platform or Services; (c) use automated scripts to collect information from or otherwise interact with the Platform or Services, except for the sole purpose of collecting and extracting Customer Content in order to utilize the Services and/or operate Customer’s business; (d) use the Platform or Services to intimidate or harass any other people or entities; (e) alter, modify, reproduce, or create derivative works of the Technology; (f) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of Customer’s rights to access or use the Platform or Services, including providing outsourcing, service bureau, hosting, application service provider or online services, to third parties, or otherwise make the Platform or Services available to any third party, in each case, except as expressly provided in this Agreement; (g) use the Platform or Services (i) for the benefit of a third party (except for Customer’s customers in the normal operation of Customer’s business), (ii) other than for Customer’s own internal business purposes, or (iii) to evaluate or build a competitive product or service, including without limitation, internal tools; (h) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Technology; (i) attempt to circumvent or overcome any technological protective measures intended to restrict access to any portion of the Technology; or (j) interfere in any manner with the operation or hosting of the Platform or Services, or attempt to gain unauthorized access to the Platform or Services; or (k) access or use the Platform or Services in violation of any Applicable Laws. Customer will not allow any access to or use of the Services by anyone other than Customer’s authorized Users, and any such use will be consistent with the terms, conditions, and restrictions set forth in this Agreement.

2.2.4. Restrictions on Customer Content. Customer will be solely responsible for all Customer Content generated through Customer’s Account, or that Company may receive, collect, or obtain through Customer’s use of the Platform or Services. While this Agreement is in effect, Customer grants to Company a limited, revocable, non-sublicensable license in and to Customer Content, for the sole purpose of Company provided the Services or as otherwise expressly set forth in this Agreement. As between Customer and Company, Customer owns and retains all of Customer’s rights in and to Customer Content and does not convey any proprietary interest therein to Company other than the licenses set forth herein. Customer represents and warrants that none of the Customer Content or the use of Customer Content: (a) violates this Agreement or any Applicable Laws; (b) is libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (c) constitutes an infringement, misappropriation, or violation of the rights of any third party; (d) is illegal or advocates illegal activity; (e) is an advertisement or solicitation of funds, goods, or services; (f) is false, misleading, or inaccurate; or (g) is or could be considered junk mail, spam, a part of a pyramid scheme, a disruptive commercial message, or disruptive advertisement. In addition, Customer acknowledges that Customer (and Customer’s Users) may grant access to Customer Content through the Services to third parties, and Customer is solely responsible therefor. Company has no responsibility for any action or inaction by any third party to whom Customer has granted such access. Company may take remedial action(s) if any Customer Content violates the terms of this Agreement, including deletion of any Customer Content from the Platform; provided, that Company is under no obligation to review any Customer Content for accuracy, completion, or potential violation of this Agreement, Applicable Laws, or the rights of any third party. Customer represents and warrants to Company that Customer has all necessary right, title, interest, and/or consent necessary for the purposes for which Customer provides Customer Content to Company, including the transfer, storage, modification, communication, and sharing of Customer Content as contemplated by this Agreement and any Order.