App and Website Terms and Conditions of Use Agreement

Introduction

Welcome to Gia, your modern mobile event planning AI concierge. The Gia app ("App") and the Gia website at meetgia.ai ("Website") are provided by Gia, Inc. (referred to hereinafter as "Gia" or "we" (including "us" and possessive "our")). This "App and Website Terms and Conditions of Use Agreement" ("Agreement") constitute the Agreement between you, the end user ("User," or "you," including possessive "your"), and Gia in regard to your use of all of the services that Gia provides through the App and the Website, which are collectively referred to herein as the "Services." Please keep in mind that when we use the term Services in this Agreement, we mean, inclusively, the App, the Website, the Content (all materials and content on the App and the Website, as defined in Section 2 below), all communications, and all our AI concierge services, including support services: all of those elements are included in the definition of the term "Services."

If you want to use our Services, you must agree to the terms and conditions of this Agreement. We recommend that you should carefully read this Agreement, because it constitutes a written contract between you and Gia and it affects your legal rights and obligations. Each time you access and/or use the Website or the App, you agree to be bound by and comply with all the terms and conditions of this Agreement. In addition, if you become a Subscriber (defined below), you will be required to indicate your ongoing consent to the terms of this Agreement by clicking on a consent button prior to submitting your subscription request. Therefore, do not use the Website or the App if you do not agree to all of the terms of this Agreement.

Also, please note that Gia reserves the right to modify, change, amend, update, or supplement the terms and conditions of this Agreement at any time; and while we may indicate the effective date of the most recent update of this Agreement on the Website, Gia reserves the right to modify, change, amend, update, or supplement the terms and conditions of this Agreement update without advance notice to Users of the Website and/or the App, and/or any of the Services. Therefore, we recommend that you review this Agreement from time to time to determine if changes have been made to this Agreement.

You may communicate with us, report any concerns or complaints, or have this Agreement emailed to you by contacting Gia, Inc. via email at hello@meetgia.ai or via phone at 650-934-1341.

1. Users

A. User Categories

Gia provides Content (defined in Section 2 below) for the following different types of Users, and this Agreement applies to each category.

If you are a minor, you may not be a User or a Subscriber. If you use our Services in any form, you are making an affirmative representation that you are at least eighteen years of age (born in 2007 or earlier).

B. Identification Verification on Subscribers

While Gia does not regularly conduct identity verification on every person who becomes a Subscriber or wants to become a Subscriber, Gia reserves the right, in its sole discretion and judgment, to conduct identity verification on Subscribers to the Services. As a User, you acknowledge that while we use techniques to help verify the identity of Vendors when they register for memberships or subscriptions on our Services, we cannot and will not guarantee each Vendor's identity, capabilities, that it has obtained all required permits, licenses or consents, or that it complies with all applicable laws. We do not guarantee the quality of vendors or venues goods or services. You should use our Services as a starting point for identifying organizations that provide the products and services you need, then conduct your own research to ensure the service providers you choose to do business with are appropriate for you. Any information collected during identity verification will be treated as confidential and handled in accordance with our Privacy Policy.

Gia may, in its sole discretion, choose to not process or to cancel your order in certain circumstances. This may occur, for example, when we suspect the request is fraudulent, or in other circumstances as Gia deems appropriate, in each case at its sole discretion. Gia also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. Gia either will not charge you or will refund the charges for orders that we do not process or cancel. You acknowledge that Gia shall not incur any liability for any losses or damages which result from a denial or suspension of Subscriber status to or for any person or entity for any reason.

2. Content

A. Content

The Services contain, or may contain, a variety of materials and other items relating to Gia and its products and services. All content on the App and the Website, including, but not limited to, all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the "look and feel" of the App and the Website, and the compilation, assembly, and arrangement of the materials of the App and the Website and any and all copyrightable material (including source and object code), trademarks, logos, trade names, service marks, company names, and trade identities of various parties, including those owned by Gia (including the GIA word trademark and the Gia Logo) and those owned by third parties and licensed to Gia for use on the Website (collectively, "Trademarks"), and other forms of intellectual property are defined collectively as "Content," which term includes all of the foregoing. You understand, acknowledge, and agree that neither the Content nor any other aspect of the Services includes or extends to the provision of legal advice in regard to any event you are planning: Gia does not provide any legal advice of any kind in regard to any venue contract or vendor contract you may enter into in regard to your event.

B. Ownership

The Content is either owned by Gia or controlled by Gia through licenses granted to Gia by its licensors. Gia or its licensors own all rights, title, and interest in and to the Content, all intellectual property inherent in the Content, and all Intellectual Property Rights applicable to, invoked by, or associated with any intellectual property in the Content, including a copyright in the selection and arrangement of the. "Intellectual Property Rights," as used in this Agreement, means any and all rights belonging to Gia and existing under any intellectual property laws of any jurisdiction in the world, including patent law, copyright law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide, in any intellectual property, which includes, but is not limited to, patentable inventions, ideas, and processes, trade secrets, trademarks, trade names, copyrightable works, and any confidential information. As between you and Gia, Gia retains all its respective titles, interests, and ownership in the Content, and you understand and acknowledge that neither you nor any other User acquires any ownership in any Intellectual Property Rights in any Content under this Agreement.

C. Limited License Granted to You

Subject to your strict compliance with this Agreement, Gia grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license (the "Limited License") to do the following:

The foregoing Limited License does not give you any ownership of, or any other intellectual property interest in, any Content, and you acknowledge that Gia reserves the right to suspend or terminate, at any time and for any reason, your Limited License without any advance notice to you, and without any liability. This Agreement includes only narrow, limited grants of rights to Content. No other right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Gia. Any unauthorized use of any Content for any purpose is strictly prohibited.

D. Rights of Others

In using the Services, you must respect the rights of others. Your unauthorized use of Content may violate rights owned by Gia or its licensors, and/or your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws. If you make unauthorized use of Content owned by Gia or its licensors, or of materials owned by a third party, your use may result not only in the termination or suspension of your Subscription, but also in personal liability for you, as well as potential criminal liability.

E. Third-Party Websites

The App and the Website may provide links to other websites operated by third parties who are not related to, affiliated with, or endorsed by Gia. Because Gia has no control over such third-party websites, you understand and acknowledge that Gia is not responsible for the availability of such websites and bears no responsibility or liability whatsoever for any content, advertising, services, products, or other materials on or available from such websites. Accordingly, you acknowledge and agree that Gia shall have no responsibility or liability, directly or indirectly, for any damage or loss suffered by you and caused directly or indirectly by such third-party websites or services. Further, you understand, acknowledge, and agree that this Agreement does not apply to third-party websites and that your use of such websites is subject to the terms and conditions and policies of the owner or owners of such third-party websites.

3. User-Generated Materials: Materials You Submit

A. Your Ownership of User-Generated Materials

Gia provides Subscribers the opportunity to post, upload, display (collectively, "submit") photos, notes, contracts, or other materials (collectively, "User-Generated Materials"). However, contracts specifically will be treated with more sensitivity and confidentiality. Subject to the rights and license you grant to Gia in this Agreement (see below), you (or your licensors, if any) retain whatever legally cognizable rights, title, and interest that you have in your User-Generated Materials. You understand and acknowledge that Gia has no obligation to monitor or enforce your Intellectual Property Rights in your User-Generated Materials.

B. Your User-Generated Materials Are Not Confidential

Please be aware that if you create and submit User-Generated Materials, your User-Generated Materials will not be private or confidential. By submitting your User-Generated Materials to the App or the Website, you are acknowledging that you do not have a right of privacy in regard to your User-Generated Materials. Gia will strictly maintain its Privacy Policy in regard to PII that you provide as part of your profile and subscription to the Services, but Gia will share user generated content with third party vendors as necessary to provide services. Therefore, Gia is not obligated to maintain your User-Generated Materials as confidential or private but will treat User-Generated Materials in accordance with the Privacy Policy.

C. The License You Grant to Gia Regarding Your User-Generated Materials

In regard to your User-Generated Materials, you hereby grant to Gia a non-exclusive, unrestricted, unconditional, unlimited, irrevocable, perpetual, and cost-free right and license to use, copy, record, reproduce, display and distribute, translate, and make derivative works of your User-Generated Materials in order to provide the Services. Without limitation, the rights you are granting to Gia include the rights to:

In order to further effect the rights and license that you grant to Gia to your User-Generated Materials, you hereby waive any moral rights (including right of attribution and right of preservation of the integrity of your User-Generated Materials) that you may have in any User-Generated Materials, even if they are altered or changed by Gia in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section because, you understand and acknowledge, you are granting this license to your User-Generated Materials as a pre-condition to your use of the Services. We do not distribute beyond the need to improve our services to you, publish, or sell your content in any way.

An exception to the license you grant for your user generated materials would apply in the occurrence that you upload the share a vendor or venue contract with Gia. Gia will treat contracts confidential information and only use the information provided to manage your event planning and to service your needs through the planning process.

Further, you understand and acknowledge that the license you are granting to Gia is perpetual and will continue in full force and effect even if you remove your User-Generated Materials from the App or the Website.

D. Gia's Exclusive Right to Manage All User-Generated Materials

Gia may, but has no obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Materials. Gia does not actively monitor all content submitted by users. However, Gia reserves the right to review or remove content if it violates our policies, appears harmful or offensive, or infringes on others' rights, without any liability to you or any third party. Gia reserves the right to treat User-Generated Materials on the Website as content stored at the direction of Users for which Gia will not exercise any control except to block or remove content that comes to Gia's attention and is offensive, obscene, lewd, lascivious, salacious, violent, harassing, threatening, abusive, infringing, illegal or otherwise objectionable either under a community standard or in Gia's sole discretion and judgment; or, to enforce the rights of third parties or the content restrictions set forth in other provisions of this Agreement, when notice of a violation comes to Gia's attention. You understand and acknowledge that while Gia makes every effort to store your submitted content reliably, Gia does not guarantee that the content will be saved, displayed, or retained indefinitely. Please keep backups of any important files you upload.

E. Gia's Enforcement Rights in User-Generated Materials

You grant Gia the right to protect and enforce its licensed rights to your User-Generated Materials, including the right to bring and control enforcement actions in your name and on your behalf at Gia's cost and expense, and to initiate such enforcement action without consulting you ahead of time. You hereby consent and irrevocably appoint Gia as your attorney-in-fact, with the power of substitution and delegation, which appointment is coupled with an interest, for the enforcement of Gia's licensed rights to your User-Generated Materials.

F. Your Representations and Warranties for Your User-Generated Materials

Each time you submit any User-Generated Material, you represent and warrant the following:

G. Gia's Right to Use Non-Personally Identifiable Data

You understand, agree, and acknowledge that Gia may aggregate anonymized, de-identified data and other non-personally identifiable information and demographic data regarding Users, including you, and their behavior on the App and the Website and within the Services and their activities in regard to the Services ("Non-PII Behavioral Data"). Gia owns all rights, title, and interest in and to such Non-PII Behavioral Data may use and retain this Non-PII Behavioral Data for any purpose, including but not limited to improving or modifying the Services, without any compensation or royalty owed to you or to any other User.

4. User Conduct on the Website

You agree to use Gia responsibly and only for its intended purpose. You must not: share or resell your account or login with others and/or copy, reverse-engineer, or tamper with Gia's code, content, or services, and/or upload or share anything unlawful, abusive, or that violates someone else's rights, and/or use automated tools (like bots or scrapers) to access Gia without permission, and/or attempt to interfere with Gia's systems, security, or other users' experience, and/or remove any notices of copyright, any watermarking, or any other proprietary notices or language referring to Gia's ownership of the Services; and/or attempt to sell, resell, lend, lease, license, sublicense, assign, or otherwise transfer or attempt to transfer the Services or any component of the Services, any rights granted under this Agreement, or any Intellectual Property Rights owned by Gia to any other person or entity; and/or decompile, disassemble, translate or reverse engineer any portion of the Services, or otherwise discover or duplicate any technology, routines, computer software, algorithms, methods or underlying ideas or design or user interface techniques included in any portion of the Services; and/or monitor, gather, copy, or distribute the Services by using any robot, rover, "bot," spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind, unless explicitly permitted under this Agreement; and/or frame or use framing techniques to enclose any Services and display any Services within the frame on another website; and/or insert any code or product to manipulate the Services in any way that affects, adversely or otherwise any other User's experience with the Services; and/or make or attempt to make any commercial use or exploitation of the Services; and/or circumvent, disable or otherwise interfere with the security features of the Services, or any features that prevent or restrict use or copying of any component of the Services or enforce limitations on use of the Services; and/or collect or harvest any PII, including usernames and passwords, from the Services; and/or create multiple accounts by manual or automated means or under false or fraudulent pretenses; and/or create or transmit unwanted electronic communications or "spam" to other Users of the Services; and/or transmit any viruses, worms, defects, Trojan horses or other code sequence or routines of a destructive nature on the Services; and/or use the Services to violate the security of any computer network, to crack passwords or security encryption codes, or to transfer or store illegal material; and/or use any metatags or any other "hidden text" utilizing any Gia trademarks; and/or use any device, software or routine that interferes with the proper working of the Services; and/or claim the Services or any component of the Services as your property, your creation, or your work of authorship, in whole or in part; and/or contest or dispute Gia's ownership of all Intellectual Property Rights in the Services; and/or use the Services after the termination date of your account; and/or fail at any time to provide true, accurate, complete, and current account registration data and information; and/or harass, stalk, bully, intimidate, taunt, disparage, or otherwise engage in behavior that harms any other person or entity; and/or engage in any activities through or in connection with the Services that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, hateful, obscene, lewd, lascivious, salacious, injurious, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Gia in its sole discretion and judgment; and/or use the Services and/or the Content, in whole or in part, in any manner not authorized by this Agreement.

YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT ANY VIOLATION OF THE FOREGOING PROVISIONS MAY, IN GIA'S SOLE DISCRETION AND JUDGMENT, SUBJECT YOU TO THE IMMEDIATE SUSPENSION OR TERMINATION OF YOUR SUBSCRIPTION, AND MAY SUBJECT YOU TO CRIMINAL LIABILITY AND/OR LIABILITY FOR DAMAGES, COSTS, EXPENSES, OR FEES (INCLUDING ATTORNEY'S FEES) INCURRED BY GIA IN ENFORCING ITS RIGHTS AGAINST YOU UNDER THIS AGREEMENT. IN ADDITION, YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT GIA SHALL HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY SUSPENSION OR TERMINATION OF YOUR SUBSCRIPTION UNDER THIS SECTION 4, AND NO OBLIGATION TO REFUND ANY FEES PAID IN ADVANCE BY YOU.

5. Subscriber Accounts

A. Registration

To access or use some features of the Website as a Subscriber, you must become a registered User of the Website, which we refer to herein as a "Subscription" or "Account." If you are under the age of eighteen, you are considered to be a minor and you may not become a registered User of the Website. The Website's practices governing any resulting collection and use of your registration are disclosed in its Privacy Policy, which is incorporated into this Agreement. You acknowledge and agree that your decision to register is purely voluntary and optional. As part of the registration process, you will be required to provide both a valid mobile phone number and a valid email address which will be linked to your Subscriber profile.

B. Usernames and Passwords

When you create a Gia account, you'll sign in using a supported login method such as Google or Apple. By doing so, you agree to the following:

Gia shall have no liability for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

C. Paying for Your Subscription

Gia offers a free trial and monthly Subscription, which are described in detail on the website. All purchases at Gia, including Subscriptions, are processed using the payment method that you provide upon registering as a Subscriber on the App ("Payment Method"). If your purchase includes an automatically renewing Subscription, your Payment Method will continue to be periodically charged for the Subscription until you cancel. If you make a purchase at Gia, you agree to pay the prices displayed to you for the Services you select as well as any sales or similar taxes that may be imposed on your payments (and as may change from time to time), and you authorize Gia to charge your designated Payment Method. Gia may correct any billing errors or mistakes even if Gia has already requested or received payment. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, Gia may terminate your account immediately in its sole discretion, on the basis that you have determined that you do not want a Subscription. In the event that your chargeback or other payment reversal is overturned, please contact us at hello@meetgia.ai.

D. Changing Your Payment Method

If you subscribe to Gia through our website, your payment is processed securely via Stripe. You can update your payment method, view billing history, or cancel your subscription anytime via your account settings. If your payment fails (e.g. expired card or insufficient funds), you'll remain responsible for any unpaid amount, and authorize our attempts to retry the charge using updated billing info provided by your card issuer. This may result in a change to your payment billing dates.

If you subscribed through the Apple App Store or Google Play, your billing is managed by Apple or Google directly. To update your payment method or cancel your subscription, please follow their platform instructions.

Refunds may be available in certain cases depending on how you subscribed and the applicable policies. Contact us at hello@meetgia.ai if you have any questions.

E. Cancelling Your Subscription

If you cancel your Subscription, you may continue to use the Services until the end of your then-current Subscription term. To cancel a Subscription, you will need to follow the instructions provided in the App.

F. Cancelling your Subscription through an External Payment Account

When making a purchase on the Services, you may have the option to pay through an external payment service, such as Stripe, your Apple ID or Google Pay account ("External Payment Account"), and your External Payment Account will be charged for the purchase in accordance with the terms disclosed to you at the time of purchase and the general terms applicable to your External Payment Account. Some external payment services may charge you sales tax, depending on where you live, which may change from time to time. If your purchase through your External Payment Account includes a feature that allows for automatic renewal of your Subscription, your External Payment Account will continue to be periodically charged for your Subscription until you cancel. If you pay for your Subscription through your External Payment Account but you want to cancel your Subscription or prevent it from renewing automatically, you must log in to your External Payment Account and follow instructions to manage or cancel your Subscription, even if you have otherwise deleted your account with Gia or if you have deleted the App from your device. If you cancel your Subscription, you may continue to use the Services until the end of your then-current Subscription term. If you initiate a chargeback or otherwise reverse a payment made with your External Payment Account, Gia may terminate your Subscription immediately in its sole discretion. Gia will retain all funds charged to your External Payment Account until you cancel your Subscription through your External Payment Account.

G. Termination of Your Account

If any information that you provide as part of your Subscriber Account registration is false, inaccurate, outdated, incomplete, or violates this Agreement, or any legal requirement or state or federal law, then Gia may suspend or terminate your Subscriber Account in its sole discretion. Gia reserves the general right to suspend or terminate your account if we believe you've violated this Agreement, provided false or misleading information, or used the service in a way that's unlawful or harmful to others.

In most cases, we'll notify you and explain the reason before taking action. However, we reserve the right to act without notice in urgent situations where safety, legal obligations, or system integrity are at risk.

H. Content Access Charges

Gia reserves the right, upon reasonable notice, to charge for access to some or all Content, charge for access to premium functionality or Content on the App or the Website. Gia further retains the right to change the terms and conditions for accessing the App and/or the Website, in whole or in part, based on any lawful eligibility requirements Gia may elect to impose (e.g., geographic or demographic limitations). Gia may modify, revalue, increase, or decrease fees due from Subscribers for various Content features at its sole discretion without advance notice or liability. Unless otherwise stated in this Agreement, in the event that Gia terminates or changes certain Content or functionality associated with a Subscription in a way that materially diminishes the value of your Subscription, then Gia will provide you with either of the following at Gia's sole discretion: a pro rata refund of your unused Subscription corresponding to the value of the diminished features or portion of the terminated or changed Content, or an online credit for future redemption of comparable value corresponding to the value of the diminished features or portion of the terminated or changed Website. The valuation of the pro rata refund or credit will be determined in Gia's good faith business judgment, which determination will be final. The provision of a pro rata refund or credit will be your sole and exclusive remedy with respect to Gia's termination or change of the Content in a way that materially diminishes the value of any Subscription.

I. Refunds

(1) Jurisdictions in which Refunds May be Available.

All purchases are generally final and nonrefundable. However, if you would like to request a refund, you must contact us at hello@meetgia.ai within three days of your purchase. Requests must be received by 11:59 PM PT on the third day of your subscription. Refund requests made after the three-day window will not be honored, and you will be responsible for any charges incurred per the terms of your subscription. In the event that you die before the end of your Subscription period, your estate shall, upon proof of your death, be entitled to a refund of that portion of any payment you had made for your Subscription which is allocable to the period after your death. In the event that you become disabled such that you are unable to use our Services before the end of your Subscription period, you shall be entitled, upon proof of your disability, to a refund of that portion of any payment you had made for your Subscription which is allocable to the period after your disability by providing us with notice in the same manner as you request a refund as described below.

(2) Purchases on Gia

Purchases of Services on Gia are generally final and non-refundable. However, if a request is made within three days of purchase for a refund or if you believe a charge was made in error or if you are experiencing issues with the service, please contact Gia's customer service department at hello@meetgia.ai or via phone at 650-934-1341 and we will do our best to help.

J. Your Use of an Internet Access Device and Third-Party Components

You understand and agree that your use of any Internet Access Device and/or all third-party hardware, software, services, telecommunication services (including Internet connectivity), or other items used by you to access the Services ("Third-Party Components") are the sole and exclusive responsibility of you alone, including all costs of your use of such Third-Party Components, and that Gia has no responsibility for such third-party components, services, or your relationships with such third parties. You agree that you shall at all times comply with the lawful terms and conditions of your agreements with such third parties. Gia does not represent or warrant that the Services are compatible with any specific third-party hardware or software or any other Third-Party Components. You are responsible for providing and maintaining an operating environment as reasonably necessary to accommodate and access the Services.

K. Third-Party Content

Our Services may contain advertisements and promotions offered by third parties and links to other websites or resources. Gia may also provide non-commercial links or references to third parties within its content. Gia is not responsible for the availability (or lack of availability) of any external websites or resources or their content. Furthermore, Gia is not responsible for, and does not endorse, any products or services that may be offered by third-party websites or resources. If you choose to interact with the third parties made available through our Services, such party's terms will govern their relationship with you. You acknowledge and agree that Gia is not responsible or liable for any such third party's terms or their actions.

L. Customer Service

Gia will respond to consumer service requests and other similar inquiries if properly communicated to Gia. Consumer service is reachable at hello@meetgia.ai

6. Reporting Intellectual Property Infringement

A. DMCA Takedown Notice for Copyright Infringement

Gia will respond appropriately to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that the copyright in that work has been infringed by an improper posting of it as part of User-Generated Materials on the App and/or the Website, then you may send us a written "DMCA Takedown Notice," which must include all of the following:

Gia may elect to not respond to DMCA Takedown Notices that do not substantially comply with all of the foregoing requirements, and Gia may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

Gia will respond to DMCA Takedown Notices that it receives by e-mail at hello@meetgia.ai

We may send the information that you provide in your DMCA Takedown Notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notice (see below).

Without limiting Gia's other rights, Gia may, in appropriate circumstances, terminate a repeat infringer's access to the Services.

B. DMCA Counter-Notice regarding Copyright Infringement

If access on the Website to a work that you submitted to Gia is disabled or the work is removed as a result of a DMCA Takedown Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a "DMCA Counter-Notice" to the addresses above. Your DMCA Counter-Notice should contain the following information:

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than 10 and not more than 14 business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Website. You should also be aware that we may forward the DMCA Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

7. Your General Representations and Warranties

You represent and warrant the following in respect of this Agreement:

8. Your Indemnification Responsibilities

You shall indemnify and hold harmless Gia, its officers, directors, employees, agents, and representatives from, and, at your expense, shall defend Gia against, any loss, damage or expense (including reasonable legal costs) that Gia incurs or becomes liable for as a result of any breach by you of any of the terms of this Agreement; any negligent, reckless or willful act or omission by you or your agents or others for whom you are responsible; any failure by you to comply with applicable laws in performing under this Agreement; any misuse by you of the Services; or, any claim made against Gia by any third party for which Gia is not liable under this Agreement, and which arises as a consequence of your use of the Services. You shall reimburse Gia for its expenses under this Section as they are incurred. Gia shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. You, in the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Gia, enter into any settlement which adversely affects Gia's rights or which does not include, as an unconditional term, a release granted to Gia of all liabilities in respect of such claim, action or proceeding.

9. Your Assumption of All Risk in Using the Services

YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT THE SERVICES ARE PROVIDED SOLELY FOR YOUR EVENT PLANNING PURPOSES; THAT YOU ARE RESPONSIBLE FOR ALL OF YOUR INTERACTIONS WITH GIA AND WITH ANY THIRD PARTIES OTHER SUBSCRIBERS AND VISITORS ON THE WEBSITE; THAT GIA RECOMMENDS BUT IS NOT RESPONSIBLE FOR THE SERVICES OF ANY VENDORS, EVENT VENUES, OR OTHER SERVICE PROVIDERS AS PART OF GIA'S SERVICES; THAT THE SERVICES DO NOT INCLUDE OR EXTEND BEYOND SOLELY SUGGESTED RECOMMENDATIONS TO THE PROVISION OF ADVICE THAT GIA IS RESPONSIBLE FOR, INCLUDING LEGAL ADVICE, IN REGARD TO ANY EVENT THAT YOU ARE PLANNING AND/OR ANY THIRD-PARTY VENUE, VENDOR, OR SERVICE PROVIDER WITH WHOM YOU MAY INTERACT; AND THAT YOU ASSUME ALL RISKS IN REGARD TO YOUR ACTIVITIES RELATED TO AND USES OF THE SERVICES, INCLUDING ALL RISKS OF DAMAGES, INJURIES, AND/OR LOSSES, INCLUDING FINANCIAL LOSSES.

10. No Other Warranties From Gia

GIA'S REPRESENTATIONS AND WARRANTIES THAT ARE EXPRESSLY SET FORTH IN THIS AGREEMENT ARE THE ONLY REPRESENTATIONS AND WARRANTIES PROVIDED BY GIA WITH RESPECT TO THE SERVICES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT ONLY TO THE EXPRESS WARRANTIES PROVIDED UNDER THE AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS-IS," AND "AS-AVAILABLE" BASIS. GIA EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; ANY WARRANTY REGARDING RESULTS OBTAINABLE OR TO BE OBTAINED BY YOU OR ANY USER AS A RESULT OF PROVISION OR USE OF THE SERVICES; AND ANY WARRANTY OF UNINTERRUPTED OR ERROR-FREE OPERATION OF OR ACCESS TO THE SERVICES. GIA RESERVES THE RIGHT TO MODIFY AND OR REMOVE ANY PORTION OF THE SERVICES, INCLUDING ANY CONTENT OR FUNCTIONALITY, AT ANY TIME, WITH OR WITHOUT NOTICE TO YOU OR TO OTHER USERS. NO ORAL OR WRITTEN INFORMATION BY GIA OR ANY OTHER ENTITY OR PERSON SHALL CREATE ANY ADDITIONAL REPRESENTATION OR WARRANTY BY GIA. GIA DOES NOT REPRESENT, WARRANT, OR GUARANTY TO YOU OR ANY USER ANY PARTICULAR RESULTS TO BE ACHIEVED AS A RESULT OF YOUR USE OF THE SERVICES. GIA DOES NOT REPRESENT, WARRANT, OR GUARANTY THAT THE SERVICES WILL MEET ALL OF YOUR NEEDS OR EXPECTATIONS. YOU UNDERSTAND AND ACKNOWLEDGE THAT GIA HAS NO RESPONSIBILITY OR LIABILITY FOR ANY ACTION YOU TAKE OR FAIL TO TAKE BASED ON YOUR USE OF THE SERVICES. GIA IS NOT LIABLE FOR ANY INJURIES, DAMAGES, OR LOSSES, INCLUDING FINANCIAL LOSSES, THAT YOU OR ANOTHER USER MAY SUFFER ARISING OUT OF YOUR USE OF THE SERVICES, OR FROM ANY DELAY IN USING OR INABILITY TO USE THE SERVICES. GIA ATTEMPTS TO DO OUR BEST WITH KEEPING YOUR USER GENERATED MATERIALS AND ACCOUNT INFORMATION SECURE AND COMPLIANT WITH OUR PRIVACY POLICY. IF UNAUTHORIZED ACCESS OCCURS, YOU WILL BE NOTIFIED AND GIA WILL WORK TO RESOLVE THE ISSUE QUICKLY. GIA CANNOT BE HELD LIABLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT OR DESTRUCTION OF ANY OF YOUR USER-GENERATED MATERIALS OR YOUR REGISTRATION INFORMATION OR DATA IF SUCH AN EVENT DOES OCCUR. HOWEVER, IF YOU RUN INTO ISSUES WITH THE SERVICES, GIA WILL ATTEMPT TO WORK WITH YOU AND PROVIDE A SOLUTION IN A TIMELY MANNER. CONTACT hello@meetgia.ai FOR ANY ISSUES THAT YOU ENCOUNTER.

11. Website Disclaimer

GIA UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY INABILITY OF YOU OR OTHER USERS TO ACCESS THE WEBSITE. GIA PROVIDES ACCESS TO THE WEBSITE ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTY THAT THE WEBSITE WILL BE AVAILABLE OR FULLY OPERATIVE AT ANY TIME OR ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THE WEBSITE MAY CONTAIN ERRORS, GLITCHES, BUGS, OR OTHER DEFECTS, AND YOU UNDERSTAND AND ACKOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE WEBSITE ARE FOR YOU TO NOTIFY GIA ABOUT YOUR DISSATISFACTION, IN WHICH CASE GIA WILL REVIEW THE COMPLAINT WITH GIA'S TECHNICAL EXPERTS, AND/OR TO STOP USING THE WEBSITE.

12. App Disclaimer

GIA UNDERTAKES NO RESPONSIBILITY FOR, AND DISCLAIMS ALL LIABILITY ARISING FROM, ANY INABILITY OF YOU OR OTHER USERS TO ACCESS THE APP. GIA PROVIDES ACCESS TO THE APP ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTY THAT THE APP WILL BE AVAILABLE OR FULLY OPERATIVE AT ANY TIME OR ON AN UNINTERRUPTED OR ERROR-FREE BASIS. THE APP MAY CONTAIN ERRORS, GLITCHES, BUGS, OR OTHER DEFECTS, AND YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF YOUR DISSATISFACTION WITH THE APP ARE FOR YOU TO NOTIFY GIA ABOUT YOUR DISSATISFACTION, IN WHICH CASE GIA WILL REVIEW THE COMPLAINT WITH GIA'S TECHNICAL EXPERTS, AND/OR TO STOP USING THE APP.

13. Content Disclaimer

ALTHOUGH GIA ATTEMPTS TO PROVIDE HIGH QUALITY CONTENT, GIA IS NOT RESPONSIBLE FOR ANY PERCEIVED FALSE, MISLEADING, INCOMPLETE, INACCURATE, OR OTHERWISE DEFECTIVE CONTENT. CONTENT IS PROVIDED AS INFORMATION FOR EVENT PLANNING PURPOSES ONLY IN THE FORM OF SUGGESTIONS OR RECOMMENDATIONS. GIA IS NOT RESPONSIBLE FOR ANY RELIANCE UPON CONTENT BY YOU OR OTHER USERS, OR BY ANY THIRD PARTY. FURTHER, GIA IS NOT RESPONSIBLE FOR ANY ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON THE CONTENT OF THE SERVICES, BECAUSE GIA IS NOT MAKING ANY ENDORSEMENTS OR RECOMMENDATIONS OR GIVING ANY ADVICE. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF DISSATISFACTION WITH THE CONTENT IS FOR YOU TO NOTIFY GIA ABOUT YOUR PERCEPTIONS OF THE CONTENT (IN WHICH CASE GIA WILL REVIEW THE COMPLAINT(S) WITH ITS SUBJECT MATTER EXPERTS) AND/OR TO STOP USING THE CONTENT.

14. Disclaimer of User-Generated Materials

ALTHOUGH GIA ENCOURAGES THE SUBMISSION OF HIGH QUALITY CONTENT, GIA IS NOT RESPONSIBLE FOR ANY PERCEIVED FALSE, MISLEADING, INCOMPLETE, INACCURATE, OR OTHERWISE DEFECTIVE USER-GENERATED MATERIALS. GIA HAS NO RESPONSIBILITY TO MONITOR OR REVIEW USER-GENERATED MATERIALS PRIOR TO OR AFTER SUBMISSION. THE VIEWS EXPRESSED IN USER-GENERATED MATERIALS ARE NOT PRE-REVIEWED OR PRE-APPROVED BY GIA AND THEREFORE DO NOT REPRESENT ANY EXPRESS OR EXPLICIT VIEW OF GIA ON ANY TOPIC WHATSOEVER. USER-GENERATED MATERIALS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, NOT AS ENDORSEMENTS, RECOMMENDATIONS, OR ADVICE ON ANY TOPIC WHATSOEVER. GIA IS NOT RESPONSIBLE FOR ANY RELIANCE UPON USER-GENERATED MATERIALS BY YOU OR OTHER USERS, OR BY ANY THIRD PARTY. FURTHER, GIA IS NOT RESPONSIBLE FOR ANY ACTIONS YOU TAKE OR FAIL TO TAKE BASED ON THE USER-GENERATED MATERIALS. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDIES IN THE EVENT OF DISSATISFACTION WITH THE USER-GENERATED MATERIALS IS FOR YOU TO NOTIFY GIA ABOUT YOUR PERCEPTIONS OF THE USER-GENERATED MATERIALS (IN WHICH CASE GIA WILL REVIEW THE COMPLAINT(S) WITH ITS SUBJECT MATTER EXPERTS) AND/OR TO STOP USING THE USER-GENERATED MATERIALS.

15. Limitation of Liability for Gia

IN NO EVENT WILL GIA'S LIABILITY UNDER THIS AGREEMENT OR IN CONNECTION WITH THE SERVICES, OR ANY COMPONENT OR ASPECT OF THE SERVICES, INCLUDE—REGARDLESS OF THE CLAIM OR FORM OF ACTION—ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION, AND EVEN IF GIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. YOU UNDERSTAND AND ACKNOWLEDGE THAT GIA'S MAXIMUM AGGREGATE LIABILITY TO YOU UNDER OR RELATING TO THIS AGREEMENT UNDER THEORIES OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION, WILL NOT EXCEED AN AMOUNT, IN AGGREGATE, EQUAL TO THE FEES PAID BY YOU IN THE THREE MONTHS PRIOR TO WHEN THE DAMAGES FIRST AROSE. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR RELATIONS WITH OTHER USERS AND/OR THIRD PARTIES, AND THAT GIA SHALL NOT BE LIABLE TO YOU OR ANY OTHER USERS, UNDER ANY CIRCUMSTANCES, FOR ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER USER OR A THIRD PARTY DUE TO YOUR USE OF THE SERVICES.

16. General Provisions

A. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California. Disputes arising under this Agreement shall proceed through three levels of resolution, if necessary: negotiations between you and Gia, mandatory mediation, and court proceedings. Any dispute which arises under this Agreement and cannot be resolved by good-faith negotiations between the parties within ninety (90) days must be submitted for a mandatory mediation procedure in San Jose, California before a neutral mediator chosen and appointed by Judicial Arbitration and Mediation Services, Inc. ("JAMS"). The mediation shall take place within ninety (90) days after the mediator has been appointed, and at the direction of the mediator. The mediation shall take place on one business day and shall last no longer than ten (10) hours unless the parties mutually agree to an extension of the mediation procedure. The mediator shall apply U.S. and California law to substantive issues and the JAMS procedural rules for commercial mediation to procedural issues. The parties shall bear their own costs for the mediation, and they shall split equally the costs and fees of the mediator. If either party is unsatisfied with the resolution provided by the mediator, either party may file a claim in the appropriate state or federal court sitting in the Northern District of California. You hereby consent and absolutely agree to the jurisdiction of state and federal courts sitting in the Northern District of California for resolving any disputes arising under this Agreement which cannot be resolved either by negotiations or by mediation between you and Gia.

B. Updates to this Agreement

Gia reserves the right to modify this Agreement at any time without prior notice, but will aim to notify you if/when any changes are made ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the App and Website so that they are accessible via a link, and that your access and/or use of the Services in any way after we post the Updated Terms constitutes your agreement to the Updated Terms and to the most recent version of this Agreement. The Updated Terms will be effective as of the time that Gia posts them on the App and/or on the Website, in the header of this Agreement, or such later date as may be specified in them. You understand and acknowledge that Gia shall only be posting the most recent version of this Agreement on the App and the Website, that you are bound by the most recent version of this Agreement at any time you use or access the App or the Website, and, therefore, you agree that it is your responsibility to review this Agreement on a regular and frequent basis.

C. International Issues

Gia controls and operates the Services from its offices in the U.S.A. Our Services are widely available in the United States. Gia makes no representation that the Services are appropriate or available for use beyond the U.S.A. If you use the Services from other locations, you are doing so of your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. Subject to the terms of this Agreement, Gia reserve the right to limit the availability of, restrict access to, or discontinue the Services, in whole or in part, and/or any Content, program, product, service, or other feature described or available on the Services to any person, entity, geographic area, or jurisdiction, at any time and in Gia's sole discretion.

D. Severability and Interpretation

If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word "including" is used in this Agreement, the word will be deemed to mean "including, without limitation."

E. Communications

Whenever you communicate with Gia electronically, such as in app, and/or via e-mail and/or text message, you consent to receive communications from Gia electronically. Please note that, except as set forth in the provisions of this Agreement regarding the DMCA, we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

F. Law Enforcement and Termination of Accounts

Gia reserves the right, without any limitation, to investigate any suspected breaches of its security or its information technology or other systems or networks, to investigate any suspected breaches of this Agreement, to investigate any information obtained by Gia in connection with reviewing law enforcement databases or complying with criminal laws, to involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, prosecute violators of this Agreement, and to discontinue the Services, in whole or in part, or suspend or terminate your access to the Services, in whole or in part, including any User accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Gia will attempt in most cases to notify you of any such investigation. Any suspension or termination will not affect your obligations to Gia under this Agreement. Upon suspension or termination of your access to the Services, or upon notice from Gia, all rights granted to you under this Agreement will cease immediately, and you agree that you will immediately discontinue use of the Services. The provisions of this Agreement, which by their nature should survive your suspension or termination, will survive, including the rights and licenses you grant to Gia in this Agreement, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.

G. Assignment

Gia may assign its rights and obligations under this Agreement, in whole or in part, to any party at any time without any advance notice to you or other Users. This Agreement may not be assigned by you in whole or in part, without the prior written consent of Gia.

H. No Waiver

Except as expressly set forth in this Agreement, no failure or delay by you or Gia in exercising any rights or remedies under this Agreement will operate as a waiver of that or any other right or remedy.

I. No Partnership or Joint Venture

Neither this Agreement, nor any terms and conditions contained herein shall be construed as creating a partnership, joint venture, franchise or agency relationship between you and Gia.

J. Complete Agreement

This Agreement contains your entire understanding with Gia with respect to the subject matters covered by this Agreement, and it supersedes any and all prior oral or written proposals or understandings.