Terms of service

Terms of Service and Use

Last Revised: May 15, 2023

Welcome to The GC Collective website (the “Website”) and web-application hosted through the Website (the “Platform”). Please review these Terms of Service and Use (“Terms of Service”) thoroughly. If you have questions on these Terms of Service, please contact us before you access or use our Website, Platform, and any related or additional services connected with the foregoing (collectively, the “Services”). By accessing and using the Services, these Terms of Service apply to you and you are agreeing to them, which means you will be in a legal agreement with LexGO Inc. (the “Collective”, "we", “us”, "our", and similar expressions, and collectively with you, the “Parties” and individually, a “Party”). 

  1. Use of the Platform and our Services

a. Account Eligibility. The GC Collective is a membership-only collective of senior legal leadership professionals. Membership is limited to individuals (“Members”) currently employed with business enterprises (excluding law firms) as General Counsel, Chief Legal Officer, Head of Legal, or similar senior legal business leadership positions accepted by us (the “Membership Conditions”). Membership is granted through an application process, and we may accept applications at our discretion. Membership may also be limited to a certain number of individual participants according to our choosing. We may also limit membership to certain geographic regions. You agree to inform us if you no longer meet the Membership Conditions, in which case we may, in our discretion, terminate, limit, or modify your access to the Services. In addition to the Membership Conditions, you must be the older of 18 years or the age of majority in the jurisdiction where you reside and from which you use our Services. 

b. Account. To access and use our Services, you must register for an account with us through the registration process within our Platform or through our authorized support personnel (an "Account"). To create an Account, you may need to provide your full legal name, current address, phone number, a valid email address, and any other information we require and ask from you at the time you register your Account. We may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion. You may not sign up for, or have any access to, an Account if doing so would violate any applicable laws, treaties, rules, regulations, ordinances, court, or governmental orders, whether international, federal, state, provincial, municipal, or local, to which you or us are subject, including the Personal Information Protection and Electronic Documents Act (S.C.2000, c.5) (Canada) (“PIPEDA”) and the privacy legislation of a province, and applicable privacy and protection of personal information laws and regulations in force at the time or where the Services are provided or deemed to be provided (all of the foregoing, “Applicable Laws”). By signing up for an Account, you represent and warrant that you meet the conditions, including the Membership Conditions, for having an Account with us and acknowledge that we are relying on this representation and warranty. Our Services may not be used for any activities that violate Applicable Laws or by any businesses or organizations that engage in, encourage, or promote unlawful activities or any purposes that are, in our determination, inconsistent with the purposes of the Services. 

c. Grant of Access and Use to the Platform. Subject to you meeting your obligations under these Terms of Service and all additional terms, conditions, policies, documentation, and agreements we reference in them (collectively, the “Agreement”), satisfying the Membership Conditions, and the payment of fees owed to us under an order you place for access to our Services or any part of them (an “Order”), we grant you during the applicable term of your Order (the “Order Term”) a non-exclusive, non-transferable (except as permitted under the terms of these Terms) right to access and use the Platform for your own purposes. 

d. Communicating With You. You acknowledge that we will use the email address you provide when you open an Account or as updated by you from time to time as a method for communication with you regarding your Account and use of our Services. We may also contact you through the communication methods provided within the Platform. 

e. Security. You are responsible for keeping your Account secure. We cannot and are not liable for any loss or damage from your failure to maintain the security of your Account, including any password or single sign-on integration with a third-party service you use to access your Account (for example, single sign-on (SSO) services provided through your Google, Apple, or social media account(s)). You agree to protect your passwords, internet access, computer, mobile phone, and devices from unauthorized access to your Account, and, in the event of any unauthorized access to or use of the Services, to promptly notify us. You are solely responsible for your network connections and telecommunications links from your devices to our Platform and for all problems, conditions, delays, failures, and all other loss or damage arising from or relating to your internet access to our Platform. You agree to not share your password or other access credentials with any other person. 

f. Inactivity. If your Account is inactive for 12 or more months, we may terminate the Account. Once your Account is terminated, whether by you or us, you acknowledge and agree that we may permanently delete your Account and all the data associated with it.

g. Account Ownership. In the event of a dispute regarding Account ownership, we have the right to request documentation to determine the appropriate Account ownership. Documentation may include things such as a scanned copy of your government issued photo identification or the account number associated with a connected service or account, such as an account associated with any method of payment we have for you. We have the right to determine, in our sole judgment, who the rightful Account owner is and transfer an Account to that person. If we are unable to reasonably determine the rightful owner of an Account, without limiting our other rights and remedies, we have the right to temporarily disable an Account until you and the other party in the dispute have resolved the question of who the rightful owner is.

2. Platform Functionality

a. Third-Party Services. The Platform may allow you to access, integrate with, or acquire products, services, offerings, websites, links, content, material, and offers from independent third parties (companies or people who are not us) ("Third-Party Services”). Third-Party Services may also include the services of other Members that you connect with through the Platform and with which you choose to transact. The Third-Party Services may present you with terms of service that you must accept before you can access those Third-Party Services. You should review the third-party terms and conditions before acquiring, using, or requesting the Third-Party Service. Any third-party terms do not modify these Terms. We do not license any intellectual property to you as part of any Third-Party Services; any licenses or other agreements regarding rights to access to Third-Party Services are between you and the provider of the Third-Party Service. 

b. Connecting with Other Members. The Platform may enable you to connect with other Members that you choose or from whom you accept an invitation to communicate. For example, you may connect with legal professionals from other organizations that are also users of the Platform and through the communication functionality of the Platform, exchange information through messages. Messaging services may be provided through a Third-Party Service that integrates with the Platform. We do not monitor the content of messages and are not liable for the content shared between Members through the communication methods provided in the Platform. 

c. Cancelling the Services. You may close your Account and cancel access to our Services at any time, with or without cause.

 

3. In-Person Events

a. Consents and Media Releases. Our Services may include in-person or virtual events (“Events”). 

i. If you are or have been a speaker, presenter, participant, or attendee of our Events: (1) you consent to us recording the Event and any presentation you give at the Event and to the recording’s publication, distribution, exhibition, and display; (2) you consent to our reproduction, publication, distribution, exhibition, and display of written materials submitted in connection with the Event; (3) you agree we may exercise or license these rights in all forms and media, whether now known or later developed, throughout the world; (4) your consent is irrevocable and extends, in perpetuity, to us and our successors, assigns, and licensees, and includes the right to use your name, photograph, likeness, voice, statements, and professional biography; (5) all of the rights you are granting to us are non-exclusive, and nothing will prevent you from repeating your presentation and republishing your materials elsewhere; and (6) you agree that we, as the Event producer, will be the copyright owner of the Event recording and any associated written materials compilation.

ii. By attending or participating in an Event, you acknowledge and agree to grant us the irrevocable right at the Event to record, film, photograph, or capture your likeness in any media now available and hereafter developed, and to distribute, broadcast, use, or otherwise globally to disseminate such media without any further approval from you or any payment to you, and we have the right to edit such media, to use the media alone or together with other information, and to allow others to use or disseminate the media. 

b. No-Show / Late Cancellation Policy. You acknowledge that Events may have limited spaces for attendees and there may be a waitlist for some Events. Late cancellations or no-shows unfairly limit other Members from attending an Event and lower than expected attendance may diminish the overall experience for other attendees. You agree to provide notice of not less than 48 hours of the start time if you are not able to attend a meeting to which you have signed up. 

c. Admission. Unless we state otherwise in the information for an Event, registration for an Event entitles you to admittance only; other costs of an Event, including travel and accommodation, are not included. 

d. Cancellation of or Changes to an Event; Termination of Attendance at an Event. We reserve the right, in our sole discretion, to remove any Member from an Event if we believe that the Member’s presence or behavior will create or is creating a disruption to the Event or is hindering other attendees from enjoying the Event. We may cancel Events for any reason at our discretion. We may, in our discretion, change any aspect of an Event, including the Event name, themes, content, program, speakers, performers, hosts, moderators, venue, and time. Unless circumstances beyond our reasonable control prevent us from doing so, we will provide you with reasonable notice of an Event’s cancellation or any substantial changes to an Event. 

e. Social Media. Social media posts you make at or about Events must not violate any Applicable Laws or ethical standards. All posts should be clear that the opinions you express are your own and not those of us or any other Member attending the Event. 

f. No Warranties; Disclaimer. We disclaim all warranties regarding any aspect of an Event or any materials related to or offered at the Event and, to the fullest extent possible under Applicable Laws, we disclaim all implied warranties, including warranties of fitness for a particular purpose, accuracy, timeliness, and merchantability. We do not accept any responsibility or liability for your or any other person’s reliance on any aspect of the Event, its description, or any information provided at the Event by us or third parties.

g. Release of Liability. To the fullest extent allowed by Applicable Law, you agree to waive, discharge claims, and release from liability us and our affiliates and each of their respective shareholders, officers, directors, employees, and agents from any and all liability on account of, or in any way resulting from, any act or omission, including willful misconduct or negligence, of or by any third parties and their personnel, which may include, for example, other attendees of an Event, Event sponsors, guests, speakers, or service providers. You further agree to hold us and our affiliates and our respective shareholders, officers, directors, employees, and agents harmless from any claims, damages, injuries, or losses caused by your own acts or omissions, including negligence and willful misconduct, while attending an Event. The release of liability and assumption of risk in this subsection is binding upon your heirs, executors, administrators, and assigns. 

4. Acceptable Use and Member Conduct

a. Non-Solicitation of other Members. You acknowledge and agree that our Services, Events, and other meetings, communication channels, and offerings are for education, networking, and supporting Members in their careers, business pursuits, and leadership positions. The Services are not meant to facilitate your sale of products or services to other Members, and you agree to not solicit other Members for the sale of any products, services, or events without our prior written consent. You agree to not use any communication methods of the Platform to send communications to any other Member that is or may be construed as an advertisement or solicitation without our consent.

b. Conflicts of Interest. If you have a conflict of interest with a Service we offer or an Event that we hold or sponsor, you agree to promptly notify us of the conflict of interest before accessing the Service or attending the Event. 

c. Confidentiality. Discussions between Members through the communication means of the Platform, at Events, and in any other way through the Services may involve confidential details about the other Member, their business or that of their employer, sensitive information, or material non-public information. You agree to maintain all communications with other Members that are of a private or confidential nature strictly confidential. You agree to not disclose confidential, sensitive, or proprietary information obtained through your use of the Services to third parties without the express authorization of us or the Other Member, as applicable.

d. Generally. Except as otherwise permitted in these Terms, you shall not, and shall not permit any third-party to, directly or indirectly:

i. copy or attempt to copy, alter, modify, adapt, duplicate, create derivative works from, frame, mirror, publish or republish, download, display, transmit, or distribute all or any portion of the Platform or the software or code contained within the Platform or Website in any form or media or by any means, including by any automated or manual process;

ii. tamper with the security of the Platform or Website, attempt to probe, scan, or test or circumvent the security of the Platform or Website, breach the security or authentication measures of the Platform or Website without proper authorization, violate the restrictions in any robot exclusion files on the Platform or Website or circumvent other measures employed to prevent or limit access to the Platform or Website, or willfully render any part of the Platform or Website unusable;

iii. actually or attempt to reverse compile, disassemble, reverse engineer, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying structure, ideas, algorithms, or organization) of the Platform or Website, or reduce to human-perceivable form all or any part of the software contained on the Platform or Website;

iv. sublicense, license, sell, resell, rent, share, loan, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or make the Platform, Website, or Services available to or for the benefit of any third-party (except as expressly permitted herein) or otherwise use the Services other than in the way intended;

v. build a product or service using similar ideas, features, functions, or graphics of the Platform or Website, or otherwise copy any ideas, features, functions or graphics of the Platform or Website, or access or use the Services to build or create a competitive service;

vi. permit any unauthorized access to, or use of, the Services;

vii. use the Platform or Website to store or transmit any virus, worm, trap door, time bomb, Trojan horse or other harmful or malicious code, file, script, agent, or program designed to permit unauthorized access to, or to erase or otherwise harm software, hardware, systems, or data; 

viii. distribute, facilitate, enable, or allow access or linking to the Platform or Website in any manner deemed us (in our sole discretion) to be objectionable or harmful to our business, name, or reputation;

ix. remove any watermarks, labels or other legal or proprietary notices included in the Platform or Website;

x. use the Platform or Website in a manner that violates third party rights;

xi. use the Platform to send unsolicited electronic communications;

xii. post any content to or use the Platform to communicate any content, message, or material that (1) is abusive, defamatory, libellous, harmful to minors or obscene; (2) infringes the rights of any third-party or is otherwise unlawful; or (3) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute an offense, under any Applicable Laws.


5. Payment 

a. Applicability. Not all of our Services require a fee for access or other payment. However, if a part of or the whole of our Services requires you to pay a fee for access, we will tell you before you may access that part of the Service. If you purchase a paid Service from us, then you agree to these payment terms.

b. Your Billing Account. To pay the charges for a Service, you will be asked to provide a payment method at the time you sign up for that Service. You agree to permit us to use any updated payment account information regarding your selected payment method provided by you, your issuing bank, or the applicable payment network. You agree to promptly update your Account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Changes made to your billing account will not waive your obligation to pay fees before we could reasonably act on your changes to your billing account.

c. Billing. By providing us with a payment method, you (i) represent that you are authorized to use the payment method you provided and that any payment information you provide is true and accurate; (ii) authorize us to charge you for the Service or available content using your payment method; and (iii) authorize us to charge you for any paid feature of the Service you choose to sign up for or use. We may bill you (1) in advance; (2) at the time of purchase; (3) shortly after purchase; or (4) on a recurring basis for subscription Services, each according to the invoicing schedule we present to you at the time you purchase a paid Service or pursuant to an Order you enter into with us for such Services. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we or our service providers reserve the right to collect from you any applicable return, rejection, or insufficient funds fee, and to process such charge as a fee payment to us.

d. Online Statement and Errors. We will provide you with an online billing statement or emailed invoice for any paid Services you use and for which you have paid. If we make an error on your billing statement or invoice, you must tell us within 90 days after the error first appears on your billing statement or invoice. We will then promptly investigate the charge. If you do not tell us within that time, you release us from all liability and claims of loss resulting from the error and we will not be required to correct the error or provide a refund, unless otherwise required by Applicable Law. If we identify a billing error, we will correct that error as soon as we can and, in any event, within 90 days. This policy does not affect any statutory rights that may apply.

e. Refund Policy. Unless otherwise provided by Applicable Law or by a particular Service offer, all purchases are final and non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. This refund policy does not affect any statutory rights under Applicable Law that may apply.

f. Cancelling Paid Services. You may cancel your access to our paid Services at any time, with or without cause according to the terms we describe at the time you make the Order. Cancelling paid Services stops future charges to continue the Service. You should refer back to your Order confirmation describing the Services you paid to access since (i) you may not receive a refund at the time of cancellation; (ii) you may be obligated to pay cancellation charges, if any were stated to apply at the time of your Order; and (iii) you may be obligated to pay all charges made to your billing account for the Services before the date of cancellation. If you cancel, your access to the paid Services ends at the end of the applicable Service period, after considering any mandatory notice period for cancellations required in these Terms of Service or your Order. 

g. Trial-Period Offers. If you are taking part in any trial-period offer, you may be required to cancel the trial Service within the timeframe communicated to you when you accepted the offer to avoid being charged to continue the trial Service at the end of the trial period.

h. Promotional Offers. From time to time, we may offer Services according to promotional terms or pricing we describe to you at the time of the promotion. We reserve the right to charge you for such Services at the normal rate if we determine, in our reasonable discretion, that you are abusing the terms of the promotional offer.

i. Price Changes. We may change the price of the Services at any time and if you have a recurring purchase, we will notify you by email, or other reasonable manner, at least 90 days before the price change. If you do not agree to the price change, you must cancel and stop using the Services before the price change takes effect. If there is a fixed term and price for your Service offer, that price will remain in force for the fixed term.

j. Payments to You. If we owe you a payment, then you agree to timely and accurately provide us with any information we need to get that payment to you. You are responsible for any taxes and charges you may incur because of this payment to you. You must also comply with any other conditions we place on your right to any payment. If you receive a payment in error, we may reverse or require return of the payment. You agree to cooperate with us in our efforts to do this. We may also reduce the payment to you without notice to adjust for any previous over-payment.

k. Taxes. We and you are each solely responsible for taxes which each is liable to pay under Applicable Laws. The fees and any other amounts paid or payable to the Collective under these Terms do not include and will not be offset by any taxes paid or payable by the Member in respect of these Terms. You are responsible for paying all taxes associated with your purchase of Services under these Terms. If we have an obligation under Applicable Laws or these Terms to pay or collect taxes for which you are legally liable or responsible under this subsection, then we will invoice you for such taxes, and you will pay that invoiced amount of taxes to us unless you provide us with a tax exemption certificate that is valid under Applicable Laws and is authorized by the appropriate taxing authority.


6. Content and Data. 

a. Definitions. In this section and throughout these Terms of Service, the following terms have the meanings given to them below:

i. “Aggregate Data” means anonymized or aggregated Member Data and other information relating to the Services and the Platform and your use of them such that you are no longer identified or identifiable by reference to such data or with the combination of that data with other datasets.

ii. “Member Data" means any information, data, materials, expressions, or other content posted, provided, entered, or made available by you or an Authorized User on the Platform, or by us on your or an Authorized User’s behalf, for the purpose of your or an Authorized User’s use of the Platform or facilitating your or an Authorized User’s use of the Platform, but specifically excluding any Aggregate Data.

b. Consents to Use Member Data. You have sole responsibility for the legality and right to use the Member Data and for obtaining all necessary licenses, clearances, permissions, and authorizations for use of Member Data in connection with the Services, including as needed under Applicable Laws (including for Member Data to be transferred to, used, store, disclosed, or processed by us and our subprocessors under privacy laws). You represent and warrant to us that you have all necessary rights, consents, or permissions under Applicable Laws, including privacy laws, to collect, use, disclose, control, process, or otherwise use all personal information you use in connection with the Services or incorporate into Member Data. You agree to comply with all Applicable Laws regarding the use of personal information comprising your Member Data in connection with the Services. You consent to us collecting, using, storing, and disclosing personal information as described in our Privacy Policy [hyperlink].

c. Sharing Member Data with other Members. When exchanging Member Data, including any personal information within the meaning of Applicable Laws, with other Members, you acknowledge that they may store, use, or share the Member Data you give to them. You acknowledge and agree that we are not responsible for the ways other Members may use your Member Data, including any data or personal information of other parties included in your Member Data. If you share any personal information within the meaning of Applicable Laws with other Members, you represent and warrant to us that you have all required consents under Applicable Laws regarding the collection, use, or disclosure of such personal information for such purposes. 

d. License regarding Member Data. You grant us a non-exclusive, worldwide, royalty-free right to use, host, copy, store, transmit, modify, and display the Member Data on the Website or Platform (i) as is necessary and intended to provide the Services, (ii) to perform our obligations and exercise our rights under these Terms, and (iii) for purposes of research and developing, creating, and improving the functionality of the Services. You acknowledge and agree that we may transmit Member Data to subprocessors to facilitate the delivery of Services under these Terms. We agree to inform those subprocessors of the terms of these Terms and to make them subject to contractual terms and conditions for the protection of Member Data similar to those that apply to us under these Terms and Applicable Law. Should we determine that any Member Data (i) is in breach of these Terms, (ii) violates Applicable Law, including privacy laws, or (iii) the access to or use of the Member Data in connection with these Terms would exposure us to civil or criminal liability, then we have the right, but not the obligation, to remove (or request that you remove) such Member Data from the Services. You have sole responsibility for the reliability, integrity, accuracy, and quality of the Member Data.

e. Correction to Member Data. In the event of any loss of integrity or the corruption to Member Data during the transmission of data, your sole and exclusive remedy is for us to restore the Member Data from the latest back-up of such Member Data maintained by us, if any, in accordance with our then-current archiving procedures. 

f. Requests to Delete Member Data. You may request that we delete your Member Data, including any personal information that makes up your Member Data. Subject to us retaining Member Data as required under Applicable Laws, respecting and responding to data subject rights under Applicable Laws, routine backup of Member Data and the retention and destruction and procedures we follow under our backup and retention policies, any legitimate retention of Member Data as allowed by Applicable Laws, and complying with your reasonable instructions given to us, we will delete your Member Data within a reasonable period of time when you request us to do so. 

g. Acknowledgment Regarding Deletion of Member Data. You acknowledge and agree that when we delete Member Data at your request, due to inactivity, or when you cancel your Account, it may be irreversibly deleted, and you will no longer have access to or use of the data in any form. 

h. Creation and Use of Aggregate Data by Us. We and our affiliates, agents, subprocessors, subcontractors, and third-party service providers are expressly permitted to create and use Aggregate Data to (i) provide, improve, and enhance the Services and the Platform, (ii) for development, diagnostic, and corrective purposes, (iii) to develop and distribute benchmarking, industry insights, and other relevant metrics for our Members and third parties to better understand trends related to their industry, (iv) to create, develop, and distribute additional products and services, and (v) for any other lawful business purpose. 

i. Use of Aggregate Data by You. If Aggregate Data is provided to you (for example, if we provide industry benchmarking or industry insights that make use of Aggregate Data), you agree that you bear all liability for, and will indemnify us and our affiliates against any actions related to your usage of the Aggregate Data, including your actual or attempted reversal of anonymization, de-identification, or aggregation processes for purposes of re-associating the data with specific individuals or legal entities, including by reference to or with the combination of other datasets in any manner whatsoever. This subsection survives the termination of the Agreement for any reason.


7. Intellectual Property

    1. Ownership of the Platform, Website, and Services. Subject to the Terms, you are permitted to access and use the Platform. No rights or licenses are granted except as expressly stated in these Terms. As between you and us, we own and retain all right, title, and interest in and to: (i) the Platform, Website, and Services, including their arrangement, selection, and format; (ii) any improvements, derivatives, and modifications to the Platform, Website, or Services; and (iii) all rights arising from copyrights, patents, mask works, trademarks, service marks, trade secrets, inventions (whether or not patentable), know-how, authors’ rights, moral rights, rights of attribution, any other proprietary rights, and all applications and rights to apply for registration or protection of such rights in any country (“Intellectual Property Rights”) related to the foregoing. All rights not expressly granted by us in these Terms are reserved.

    2. Ownership and Use of Feedback. It is our policy not to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing on our own. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you agree that you give us a royalty-free, irrevocable, transferable right and license to use all reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to us in connection with your use of the Service (collectively, "Submissions") in however manner we desire and for whatever purpose, including to copy, modify, delete, adapt, publish, translate, create derivative works from, sell, profit from, or distribute such Submissions or incorporate such Submissions into any form, medium, or technology (including the Services) throughout the world. We are under no obligation to compensate you in any way for Submissions, to maintain any Submissions in confidence, or to respond to any Submissions. You agree that any Submissions submitted by you to us will not violate the right of any third-party, including without limitation, copyright, trademark, privacy, or other personal or proprietary rights, and will not cause injury to any person or entity. You further agree that no Submissions submitted by you to us will be or contain libelous or otherwise unlawful, threatening, abusive, or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam".

    3. Ownership of Aggregate Data. As between you and us, we own and retain all right, title, and interest in and to Aggregate Data, including all Intellectual Property Rights therein.

    4. Ownership of Member Data. As between you and us, you own all rights, title, and interest in and to Member Data, including all Intellectual Property Rights therein. You may export your Member Data from the Platform at any time. Once exported, the exported Member Data is no longer covered by our security or privacy commitments under these Terms. 

    5. Ownership of Events. All intellectual property rights in and to an Event, the Event content and all materials distributed at or in connection with an Event are owned by us or our third-party licensors or the Event sponsors or speakers presenting at the Event, as applicable. You may not use or reproduce, or allow anyone else to use or reproduce, any trademarks or other trade names appearing at the Event, in any Event content, or in any materials distributed at or in connection with the Event for any reason without our or the applicable owner’s prior written consent.

    6. Our Branding. Our trademarks (whether registered or unregistered), trade names, service marks, graphics, and logos (collectively, the "Marks") used in connection with the Services are our property. Other trademarks, trade names, service marks, graphics, and logos used in connection with the Service are the property of their respective owners (collectively "Third-Party Marks"). The Marks and Third-Party Marks may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the applicable owner. We reserve all Intellectual Property Rights in and to our Marks. Subject to the foregoing, we grant you a revocable, non-exclusive, and non-transferable license to use the Marks solely in connection with your use of the Services and for no other purpose.

    7. License of Member Graphics. As long as you are a Member, you grant us and our affiliates, a royalty-free, non-exclusive, worldwide, license to use and display your graphics, service marks, logos and trademarks approved by you on the Platform or Website as required to provide the Services and for the purpose of performing our obligations under the Agreement.

    8. Survival. The terms of this section survive the termination of the Agreement for any reason. 


8. Indemnification

    1. Member Indemnity. You agree to defend, indemnify, and hold us, our affiliates, and each of our respective officers, directors, employees, agents, and sub-contractors (the “GC Collective Parties”) harmless from and against any an action, allegation, cause of action, cease and desist letter, charge, citation, claim, demand, directive, lawsuit, or other litigation or proceeding, or notice (“Claims”) and resulting costs, damages, expenses (including reasonable attorneys’ and accountants’ fees), judgments, liabilities, losses, or penalties, incurred in connection with a Claim (“Damages”) arising out of or related to (i) your use of the Services, (ii) Member Data and your of use of Member Data with the Services, (iii) your use of any Third-Party Services or breach of any third-party terms and conditions applicable to the Third-Party Services, (iv) your violation of Applicable Laws, including privacy laws, in connection with your use of the Services, (v) your breach of any of your obligations or representations given in these Terms, or (vi) arising from your gross negligence, fraud, or wilful misconduct in connection with the Services. Without limiting the generality of the foregoing, you acknowledge and agree that a Claim made by an Authorized User is a third-party Claim. 

    2. Survival. This section survives the termination of the Agreement for any reason.


9. LIMITATION OF LIABILITY 

IN NO EVENT WILL WE BE LIABLE FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, OR (II) ANY LOSS OF BUSINESS, GOODWILL, PROFITS, DATA, SALES OR REVENUE, WORK STOPPAGE, OR COMPUTER FAILURE OR MALFUNCTION, IN EACH CASE WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

WE MAKE NO REPRESENTATION AND WILL HAVE NO LIABILITY OR OBLIGATION WHATSOEVER IN RELATION TO THE CONTENT OR USE OF, OR CORRESPONDENCE, AGREEMENTS, OR TRANSACTIONS WITH, ANY THIRD-PARTY SERVICES. YOU MUST COMPLY WITH ALL AGREEMENTS AND OTHER LEGAL REQUIREMENTS THAT APPLY TO THIRD-PARTY SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE Collective BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM UNAUTHORIZED ACCESS TO OR USE OF THE PLATFORM OR MEMBER DATA OR INFORMATION CONTAINED THEREIN, EXCEPT TO THE EXTENT THAT THE COLLECTIVE’S BREACH OF ITS SECURITY STANDARDS EXPRESSLY STATED IN these Terms RESULTS IN THE UNAUTHORIZED ACCESS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COLLECTIVE BE LIABLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM USE OF MEMBER DATA BY THE MEMBER OR ITS AUTHORIZED USERS. 

This section will apply to the maximum extent permitted under Applicable Laws and survives termination of the Agreement for any reason. Without prejudice to the foregoing, nothing in these Terms will operate to exclude or restrict any liability of a Party for any matter for which it is not permitted by Applicable Law to exclude or limit, or to attempt to exclude or limit, its liability.


10. Disclaimer

EXCEPT FOR THE WARRANTIES STATED EXPRESSLY IN THESE TERMS: THE PLATFORM, SERVICES, ANY CONTENT MADE AVAILABLE BY THE COLLECTIVE ON THE PLATFORM, BETA SERVICES, AND ALL OTHER SERVICES ARE PROVIDED “AS IS”; AND THE COLLECTIVE SPECIFICALLY EXCLUDES ALL OTHER WARRANTIES, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.

THE WARRANTIES CONTAINED IN THESE TERMS ARE SOLELY FOR THE BENEFIT OF THE MEMBER AND NO OTHER THIRD-PARTY. UNLESS EXPRESSLY STATED OTHERWISE IN THESE TERMS OR BY WRITTEN AGREEMENT BETWEEN THE PARTIES, THE COLLLECTIVE DOES NOT WARRANT THAT (A) THE OPERATION OF THE PLATFORM OR WEBSITE WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE, (B) ANY ERRORS IN THE PLATFORM OR WEBSITE CAN OR WILL BE CORRECTED, OR (C) THE PLATFORM OR WEBSITE OR THE FUNCTIONS CONTAINED THEREIN, OR ANY RESULTS OF THE USE THEREOF, WILL MEET THE MEMBER’S REQUIREMENTS, INCLUDING FOR RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, ACCURACY, OR COMPLETENESS. THE COLLECTIVE WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DELAYS, INTERRUPTIONS, DELIVERY OR SERVICE FAILURE, OR ANY OTHER PROBLEMS OR DAMAGES ARISING FROM THE MEMBER’s USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR ANY OTHER SYSTEMS.

IN ADDITION TO ALL OTHER DISCLAIMERS OR LIMITATIONS ON OUR LIABILITY MADE IN THESE TERMS OF SERVICE , YOU ACKNOWLEDGE AND ACCEPT THE FOLLOWING DISCLAIMERS OF LIABILITY, WHICH ARE MADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. 

  1. Content. You acknowledge and agree that we are not required and have no obligation under these Terms to monitor or review any content, message, or material, including Member Data, posted on or sent using the Platform or Website. You agree that you are solely responsible for Member Data. While we do not and cannot review all content or Member Data on the Platform or Website, and we are not responsible for such content or Member Data, we may remove, delete, move, or edit content or Member Data that, in our sole discretion, we deem abusive, defamatory, obscene, violates our terms of use, or is in violation of Applicable Laws, including copyright or trademark law, or otherwise unacceptable. We will not be liable for any Member Data or other content. Without limiting the foregoing, if you or a third-party request that we remove any content, or if we receive information that such content may violate Applicable Laws or third-party Intellectual Property Rights, you agree that we have the right (but not the obligation) to remove such content from the Platform or Website.

  2. Actions of other Members. We are not liable for the services, standard of care, actions, omissions, errors, breach of duties or ethics, or non-compliance of other Members with Applicable Laws in any way whatsoever. 

THIS SECTION SURVIVES THE TERMINATION OF THE AGREEMENT FOR ANY REASON.

11. Miscellaneous

    1. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without our prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. 

    2. Modifications. Our Services will change over time, so these Terms may need to change along with our Services. If we amend these Terms we will post revised terms to the Website and the updated or revised terms will be effective as of the date of posting. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.  these Terms and any Order or other document referenced or incorporated herein, the terms, obligations, and conditions contained in the body of these Terms control unless otherwise expressly stated in the Order or other document referenced or incorporated herein that it supersedes specified provisions in these Terms.

    3. Governing Law and Forum. Any claim, controversy, or dispute arising under or related to these Terms will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to the conflict of law principles thereof. The Parties will initiate any lawsuits in connection with these Terms in British Columbia, Canada, and irrevocably attorn to the exclusive jurisdiction and venue of the courts sitting therein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. 

    4. Severability and Waiver. If any provision of these Terms (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of these Terms will not be affected thereby and will be binding upon the Parties and will be enforceable, as though such invalid or unenforceable provision (or portion thereof) were not contained in these Terms. The failure of either Party to insist upon strict performance of any provision in these Terms will in no way constitute a waiver of its rights, at law or in equity, or a waiver of any other provisions of these Terms or subsequent default by the other Party in the performance of or compliance with any of the terms and conditions in these Terms.

    5. Entire Agreement. You and the Collective agree that these Terms are the complete and exclusive statement of the mutual understanding between you and the Collective, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.