Gizmi Terms of Service

THESE TERMS (THE “AGREEMENT”) GOVERN YOUR USE OF THE SERVICES OFFERED BY VELOCITY LABS GROUP LLC, D.B.A GIZMI.IO (“GIZMI”, “WE”, OR “US”), UNDER WHICH GIZMI MAY PROVIDE YOU (“YOU”) WITH A TECHNOLOGICAL SOLUTION (THE “PLATFORM”) ON WHICH YOU CAN ENGAGE YOUR CLIENTS (YOUR “USERS”), MANAGE YOUR APPOINTMENTS WITH USERS AND UTILIZE OTHER SERVICES WE MAY PROVIDE YOU UNDER THE PLATFORM OR THE GIZMI.IO WEBSITE LOCATED AT WWW.GIZMI.IO (THE “WEBSITE”) FROM TIME TO TIME. THIS AGREEMENT IS EFFECTIVE FROM THE MOMENT YOU START USING THE PLATFORM, AND SHALL CONTINUE IN FULL FORCE AND EFFECT UNTIL TERMINATED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

The section headings in this Agreement are included for convenience only and shall take no part in the interpretation, or construing of this Agreement. “Including”, whether capitalized or not, means ‘without limitation’.

  1. REGISTRATION TO THE PLATFORM; OUR FEES
    1. When you register on our Website to use the Platform, we may ask you to provide us with certain contact and personal details. Our use of your personal data is subject to our Privacy Policy. You must ensure that such details are at all times accurate and up-to-date. False, incorrect, or outdated information may prevent you from registering, or impair our ability to provide you with the services under the Platform.
    2. Our services are provided in consideration for a fee as further detailed in our plan & pricing (“Our Fees”). We collect Our Fees in the following manner: Upon scheduling a meeting with your Users via the Platform, your Users will be directed by the Platform to transfer to Gizmi’s Stripe account the required payment for the professional services you render to your Users (respectively, the “User Payment” and the “Professional Services”). We will transfer the User Payment to you, minus (i) Our Fee and (ii) any fees chargeable by any 3rd party payment processor (“Your Fees”). Your Fees will be transferred by us to you via a 3rd party payment processor chosen at our sole discretion (such as PayPal), within 15 days from the date in which the User Payment was received in Gizmi’s Stripe account.
    3. We may change Our Fees at any time by posting a new pricing plan to our Website and/or sending you a notification by email.
  2. FEES CHARGEABLE FROM YOUR USERS
    1. The Platform allows you to create and send detailed payment requests to your Users based on information you provide.
    2. User Payments shall be made by Users to Gizmi’s Stripe account, and Gizmi shall transfer Your Fees, in accordance with Section 1.2 above. You hereby grant Gizmi permission to utilize any applicable technological means in order to facilitate the above mentioned connection between Users, the Platform and any payment processor.
    3. You are fully responsible for the determination of the fees from your Users, as well as for any dispute, chargebacks and refunds required by your Users, the payment processor used for such payment, or other financial institution involved in the payment process. We will not have any control or responsibility with regards to any of the forging. We are not responsible for your Users, nor are we responsible for the information you provide in your payment requests or for any failure by Users to make due payments or for any failure to collect such payments. You are responsible for notifying your Users of the payment process described in Section 1.2 above.
  3. TERM AND TERMINATION
    1. Gizmi has the right to terminate this Agreement immediately, upon written notice to you.
    2. You have the right to terminate this Agreement immediately, upon written notice to us, provided, however, that any Fees that have been received by us prior to such termination shall be non-refundable.
    3. The expiry or termination of this Agreement for any reason shall not affect any rights, obligations or liabilities accrued before the date of termination or expiry, or any rights, obligations or liabilities specifically stated herein to continue in force after and despite expiry or termination.
  4. RESTRICTED USE OF THE PLATFORM
    1. Except as expressly permitted in this Agreement, you may not:
      1. modify, alter or create derivative works of the Platform, or any part of the Platform, either by yourself or by a third party on your behalf, in any way or by any means whether electronic, mechanical or others, other than expressly permitted in this Agreement;
      2. interfere in any manner with the functionality of the Platform or use the Platform in any way that breaches any policy, rule, regulation or law that may be applicable to the Platform (including without limitation any of the terms and/or policies of Facebook);
      3. interfere with or disrupt the integrity or damage the performance of the Platform or any other computer system or network or circumvent or manipulate the operation, or functionality of the Platform, including any hosting services provided by third parties to facilitate the Platform;
      4. interfere with the proper functioning of any system, including deliberate attempt to overload a system by mail bombing or flooding techniques;
      5. commercially exploit the Platform (other than as expressly permitted in this Agreement) or make it available to any third party in any way;
      6. use the Platform to send commercial email solicitation or advertisements or any unsolicited bulk e-mail or unsolicited commercial e-mail or any activities that violate anti-spamming laws and regulations;
      7. display publicly, decompile, disassemble, reduce to human readable form, execute publicly, adapt, process, compile, translate, lend, rent, reverse engineer or combine the Platform with other software or services;
      8. copy any ideas, features, functions or graphics of the Platform or any content, including the Gizmi IP (as defined below), and any other information, documents, software, products and services contained or made available to you in the course of using the Platform (collectively, “Proprietary Content”);
      9. access (or attempt to access) the Platform by any unauthorized or automated means, other than through the interface that is provided by Gizmi;
      10. breach this Agreement or any other applicable rules and instructions that we may convey with respect to the use of the Platform;
      11. post false, inaccurate, or misleading content or content which is not compatible with the defined topics, or with the rules of behavior, in the Platform;
      12. use robots, crawlers and similar applications to collect and compile Proprietary Content from the Platform, for the purposes of competing with the Platform, or in such ways that might impair or disrupt the Platform’s functionality;
      13. impersonate any person or entity, or make any false statement pertaining to your identity, employment, agency or affiliation with any person or entity;
      14. collect or process personal information of Users without their explicit consent;
      15. violate the security or integrity of any network, computer or communications system, software application, or network or computing device involved in the Platform;
      16. remove or tamper with any trademark, logo, copyright or other intellectual property notice appearing on or contained within the Platform, whether of Gizmi or any other third parties;
      17. offer or sell any Professional Services, or provide any information, content or materials regarding the Professional Services, which may be deemed hazardous, counterfeit, stolen, fraudulent, offensive or abusive; which are prohibited for sale, distribution or use; or which otherwise fail to comply with any applicable laws, including with respect to consumer rights, intellectual property or privacy rights, product safety, trade regulations and sanctions, support, maintenance and export; Since you operate on Facebook Messenger and Stripe or PayPal, your Professional Services must also comply with Facebook (https://www.facebook.com/policies/commerce), PayPal (https://www.paypal.com/us/webapps/mpp/ua/acceptableuse-full) and Stripe (https://stripe.com/us/prohibited-businesses) regulations; or
      18. otherwise use the Platform not in compliance with the terms of this Agreement.
    2. You and your Users are prohibited from using Gizmi’s services in any manner that involves the maintenance, creation, transmission, receipt, use or processing of Protected Health Information, as defined by HIPAA. Gizmi will not be responsible in any manner to comply with HIPAA in connection with your account.
  5. OWNERSHIP OF INTELLECTUAL PROPERTY
    1. As between you and Gizmi, Gizmi alone owns all rights, title and interest related to the Platform and any copyrights, patents, trademarks, service marks, inventions, domain names, brands, business names, utility brands, rights in computer software, source codes, rights in databases and know-how, design rights, confidential information, registrations of the aforesaid and/or any other rights in the nature of the aforesaid in connection thereto (the “Gizmi IP”).
    2. This Agreement does not convey to you any ownership interest in or to the Platform or the Gizmi IP, but only a limited and revocable right of use in accordance with the terms of this Agreement.
    3. You may not reproduce, edit, modify, display, distribute or make any other use of the Platform or the Gizmi IP, in any form or by any means, without Gizmi’s prior written consent.
    4. Subject to the aforementioned, Gizmi grants you limited, non-exclusive, non-transferable revocable right to utilize the Platform solely in order to engage with your Users in accordance with this Agreement.
    5. Use of the Platform in violation of the limited license granted hereunder will result in the termination of this Agreement and may expose you to claims for damages.
    6. Nothing in this Agreement constitutes a waiver of Gizmi’s IP rights
  6. YOUR CONTENT
    1. We do not warrant or guarantee that any content that you wish to upload, store, provide, or link to through the Platform, will be uploaded, stored, provided or linked to.
    2. Gizmi reserves the right to review any content posted using the Platform and delete, remove, block access to it, or refuse to upload it through the use of the Platform, for any reason that Gizmi may consider to be justified in its sole discretion, including: (i) when we deem the content to be in breach of this Agreement, or an infringement of any applicable law; (ii) for preventing misuse of the Platform (iii) when your account is canceled, either by yourself or by us; and (iv) when the owner of content that you have posted on the Internet wishes it to be removed, whether as result of a person’s complaint, or of our own initiative.
    3. You may not send, store, provide or link through the Platform to any content or material that contain or may be deemed as:
      1. infringing or violating intellectual property rights of other parties, including patents, copyrights and trademarks;
      2. software viruses, Trojan Horses, Worms, Vandals, Spyware and any other malicious applications or any other similar software or programs that may damage the operation of the Platform;
      3. encouraging, supporting, assisting, providing instructions or advising in the committing of a criminal offense, under applicable laws;
      4. constituting a violation of a person’s right for privacy or right of publicity;
      5. prohibited by any applicable law, including court restraining orders, to be posted, published, disseminated, or otherwise made available to the public;
      6. threatening, abusive, harassing, defamatory, libelous, vulgar, obscene or racially, ethnically or otherwise objectionable; and
      7. unsolicited commercial communications (“spam”), chain letters, or pyramid schemes.
    4. You represent and warrant to us that you are the rightful owner of all rights to the content you post and use through the Platform, or that you are licensed by the rightful owners to post and use such content on the Internet through the Platform, in accordance with this Agreement.
    5. Nothing in the foregoing, however, shall impose on Gizmi any responsibility to check, review, screen or supervise any content posted on the Platform, and nothing in the foregoing shall derogate from or relieve you of any of your representations, warranties and covenants in this Agreement.
    6. Without derogating from the foregoing, Gizmi does not endorse or assume any responsibility with respect to content posted by you through the Platform and marked improperly.
  7. REPRESENTATIONS, WARRANTIES AND COVENANTS
    1. By using the Platform, you are providing us with the following representations, warranties and covenants:
      1. You (whether acting on your own behalf or on behalf of another) are at least 18 years old;
      2. you are qualified to provide your Users with the Professional Services, and will provide the Professional Services in accordance with any professional rules and regulations which apply to you or to the field of practice in which the Professional Services are being rendered, to the extent exist, and with any legal obligations imposed on you in connection with such Professional Services;
      3. you are responsible for all of the acts or omissions associated with the Professional Services, your access and use of the Platform and the access and use of the Platform by anyone on your behalf;
      4. you undertake to abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Platform, including those related to data privacy, international communications and the transmission of technical or personal data;
      5. you undertake to comply with any instructions concerning access to and/or use of the Platform that Gizmi may offer from time to time; you are solely responsible for the performance of the Professional Services and the manner in which the Professional Services are performed, and we will not bear any liability in connection therewith nor will we be responsible for any claim arising out of, or resulting from, the Professional Services or their performance by you;
    2. Should Gizmi become aware that you have violated this Section (or any part of it), Gizmi shall be entitled, at its sole discretion, to remove the content in violation immediately, terminate your account and notify the relevant authorities.
  8. PRIVACY
    1. Gizmi respects your privacy. Information obtained by Gizmi in respect of the use of the Platform shall at all times be subject to Gizmi’s Privacy Policy which constitutes an integral part of this Agreement. The Privacy Policy is available atPrivacy Policy (the “Privacy Policy”). Gizmi reserves the right to modify the Privacy Policy in its discretion from time to time. Therefore it is recommended that you read the Privacy Policy periodically. Continued use of the Platform after any such changes shall constitute your consent to such changes.
    2. Notwithstanding the aforesaid, your use of User’s personal data shall be in accordance with this Agreement and your privacy policy located at your website. Gizmi is not responsible and will not bear any liability to your privacy policy or to your compliance with it.
    3. The Website does not target and is not intended to attract children under the age of 16. Gizmi does not knowingly solicit personal information from children under the age of 16 and does not send them requests for personal information.
  9. DISCLAIMER OF WARRANTIES
    1. We may make corrections or other changes to the Platform and the Website’s materials at any time. Gizmi reserves the right to make corrections, modifications, enhancements, improvements and other changes to the Platform and to its products, programs and services at any time, or to discontinue the Platform or any other products, programs, or services without notice.
    2. Links to 3rd party websites. The Website and the Platform may contain certain links that will let you access other websites that are not under the control of Gizmi. The links are only provided as a convenience and Gizmi does not endorse any of these websites. Gizmi is not responsible for the contents of any linked site or any changes or updates to such sites. Gizmi assumes no responsibility or liability for any material that may be accessed on other websites or reached through this site or the Platform.
    3. GIZMI’S PUBLICATION OF INFORMATION REGARDING THIRD-PARTY PRODUCTS OR SERVICES DOES NOT CONSTITUTE AN ENDORSEMENT REGARDING THE SUITABILITY OF SUCH PRODUCTS OR SERVICES OR A WARRANTY, REPRESENTATION OR ENDORSEMENT OF SUCH PRODUCTS OR SERVICES, EITHER ALONE OR IN COMBINATION WITH ANY GIZMI PRODUCT OR SERVICE.
    4. THE PLATFORM AND MATERIALS ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ACKNOWLEDGE AND AGREE THAT YOU WILL EXERCISE YOUR OWN INDEPENDENT ANALYSIS AND JUDGMENT IN YOUR USE OF THE PLATFORM AND MATERIALS. GIZMI ASSUMES NO LIABILITY FOR YOUR USE OF THE PLATFORM AND THE MATERIALS OR ANY APPLICATIONS OR ASSISTANCE PROVIDED BY GIZMI.
    5. NOTHING IN THIS AGREEMENT CONSTITUTES ANY WARRANTY OR REPRESENTATION ABOUT THE SUITABILITY OF THE PLATFORM FOR ANY PURPOSE, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.
  10. INDEMNIFICATION

    You agree to indemnify, defend and hold harmless Gizmi and its officers, managers, directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on their behalf, at your expense and immediately after receiving a written notice from us, from and against any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, resulting from any complaint, claim or demand by any third party, including Users, arising from or in connection with the use of the Platform or the rendering of the Professional Services, any of your actions or omissions with respect to the performance of this Agreement, any communications that you convey through the Platform, or your breach of this Agreement (including, without limitation, any of your undertakings or representations thereunder) or any other terms, rules or regulations applicable to the Platform or the Professional Services, or your violation or infringement of other persons rights.

  11. LIMITATION OF LIABILITY

    IN NO EVENT SHALL GIZMI BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION RESULTING FROM USE OF THIS WEBSITE OR ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM OR THE MATERIALS AVAILABLE ON THIS WEBSITE, REGARDLESS OF WHETHER GIZMI OR AN AUTHORIZED GIZMI REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE REASONABLY FORESEEABLE. THE MAXIMUM AGGREGATE LIABILITY OF GIZMI FOR ANY LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, HOWSOEVER ARISING, INCLUDING BY WAY OF CONTRACT AND/OR UNDER AN INDEMNITY, IN TORT (INCLUDING NEGLIGENCE OR ANY OTHER THEORY OF LAW), SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO GIZMI UNDER THIS AGREEMENT.

  12. MISCELLANEOUS
    1. No Agency. This Agreement and the use of the Platform by you will not be construed as, and do not create, or imply a relationship of agency, joint venture, franchise or partnership between you and Gizmi, unless expressly stated herein. You may not make any representations, bind or hold yourself out as a representative of Gizmi.
    2. Governing Laws and Jurisdiction. This Agreement shall be exclusively governed by the laws of the State of Delaware, without regard to the choice or conflicts of law provisions thereof, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware. You agree to resolve any dispute or claim that you may have against us and to submit to personal jurisdiction in the exclusive jurisdiction of courts in Delaware.
    3. Notices. Gizmi may give you notice (on behalf of Gizmi and of a User or other third parties, to the extent necessary) by means of a general notice on the Platform or by electronic mail to your e-mail address on record in Gizmi’s account information or by a notice via the Platform. Such notice shall be deemed to have been given upon the expiration of 72 hours after posting or 48 hours after sending by email. You may give notice to Gizmi at any time by email addressed to support@Gizmi.io. We reserve the right to publish – including on our website – any communications with you, as long as your personal details shall not be revealed without your prior consent.
    4. Modifications. Gizmi reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Platform. Changes will take effect 14 days after Gizmi has posted an initial notification on the Platform, unless such amendments are made in order to comply with legal requirements. In such cases the amendments will become effective immediately upon their initial posting, or as required. You agree to be bound by any of the changes made in this Agreement, including changes to any and all documents, forms and policies incorporated thereto. Continued use of the Platform or the Website after any such changes shall constitute your consent to such changes. If you do not agree with any of the amended terms, you must cease any further use of the Platform. The date at the beginning of this Agreement indicates the last date that the Platform Agreement was updated.
    5. Changes in Ownership. We may transfer ownerships rights and title in the Platform or in Gizmi (whether by way of merger, sale of shares, sale of assets, license or otherwise), to a third party, provided that your rights remain in effect according to this Agreement. In that case, all of the details and information pertaining to you will be passed on to the corporation receiving the rights in the Platform and you hereby give your prior consent thereto.
    6. Survival. The provisions of the intellectual property, disclaimer of warranty, limitation of liability and indemnification sections, shall survive the termination or expiration of this Agreement for whatever reason.
    7. Entire Agreement; Severability. This Agreement comprises the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. The failure of Gizmi to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Gizmi in writing.
    8. Assignment. This Agreement may not be assigned by you without the prior written approval of Gizmi and any assignment without such prior written consent shall be null and void. Gizmi may freely assign its rights and obligations in this Agreement, in part or in full.

Last Updated: December 2019