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Standard Terms & Conditions Agreement

Last updated: October 26, 2023

THIS AGREEMENT (“Agreement”) with a posting date of October 26th, 2023, effective as of the date the Order Form & Agreement was executed (“Effective Date”), is entered into by and between Gather Revenue, Inc, a Delaware corporation with a principal place of business at 1343 Shadow Lane, Ft. Myers, FL 33901 (“Gather”) and the party listed on the Agreement  (“Dealer”), each of which may be referred to as a “Party” and together, the “Parties”. The term “Dealer” shall for purposes of this Agreement shall include the Dealer, its officers, directors, employees, contractors, agents, subsidiaries, parent business entities (regardless of corporate form), joint ventures, and (i) Affiliates (as that term is defined in Section 11.5 herein) and (ii) any and all assigns of the foregoing.

Recitals.


WHEREAS, there exists administrative, sales and marketing opportunities to the broader Insurance marketplace within the media channel that exists between the salesperson and the Customer or the Dealer and the Customer (Collectively “Media Channel”) and the dealer wishes to engage Gather to monetize in a compliant fashion this Media Channel for the collective benefit of the Dealer and Gather; and

WHEREAS, Gather has developed software, in-dealership processes, and products (the “Gather System”) that works with franchised and independent automotive dealers to:

  1. provide administrative activities for the insurance validation needs for car sales,
  2. access to licensed property and casualty insurance agents for new insurance products,
  3. products and tangent re-insurance products that do not require licensed agents,
  4. sales and marketing opportunities for non-insurance related products typically done through a dealership, 

Collectively called (“Services”) to those of Dealer’s customers (“Customers”) that purchase, rent or lease (a “Vehicle Transaction”) automotive, light truck, heavy truck, SUV, motorcycle, ATV, motorsports & watercraft vehicles (“Vehicle(s)”), as more specifically described herein below; and

WHEREAS, Dealer, and Dealer’s related entities, operate and/or provide Vehicle purchasing, leasing or rental for Customers at i)physical locations, ii) through virtual showrooms, and from iii) integrated website properties and desire to use the Gather System to better serve Customers and to expand Dealer’s income opportunities to their Customers and within their Media Channel; and

WHEREAS the Gather System, allows those Customers who use it to execute necessary administrative and marketing actions needed to i) obtain Insurance products from licensed agents at the time they make a Vehicle Transaction or ii) to maintain their existing relationship with Insurance entities, as further described in Section 1 herein; and

WHEREAS, Dealer desires to license and use the Gather System and Gather desires to provide the Gather System, and the system’s inherent efficiencies gained through automation and in-dealership processes, and Gather intends to compensate Dealer for providing certain Customer information, administration acts, and marketing services  to Gather, and;

NOW THEREFORE, Gather and Dealer, in consideration of the mutual covenants and promises set forth below, agree to do business as follows:

1. Gather System.

  1. Gather is a data and advertising provider to the insurance marketplace, Gather is not an insurance carrier, agency or aggregator.
  2. The Gather System is a set of software applications and in-dealership processes accessed and used by Dealers and Customers through a web-based or a mobile-based application that enables the administration of necessary Insurance and the advertisement of Insurance offerings at the time the Customer makes a Vehicle Transaction or during their ongoing relationship with their Dealer. The Gather System is a conduit to access, verify and then provide requisite, compliant Customer information to Insurance agents and other Insurance providers to aid insurance underwriting.
  3. The Gather System collects information from many sources that are then used by the Gather System to improve the efficiency of the insurance underwriting process undertaken by third parties.
  4. Gather does not place, bind or supply property & casualty insurance. 

2. Implementation. 

  1. Gather shall provide in all of Dealer’s physical locations a link to the software for the Gather System, browser plug-ins, or Dealer Management System or CRM integrations. Further, Dealer’s agents and employees shall be granted the requisite access codes to use the Gather System’s software accessible through a browser or Mobile application, a version of which shall also be made available to Customers for the purposes of information validation. 
  2. Gather shall provide to Dealer’s employees and agents online training to use the Gather System. 
  3. For a period of 30 days after Dealer’s deployment of the Gather System, Gather shall make a Gather representative reasonably available at reasonable times to advise and assist Dealer’s employees and agents with use of the Gather System. Thereafter, Gather shall charge Dealer technical assistance charges as set forth in Schedule A hereto.

3. Data Security.

  1. Dealer Data. “Dealer Data” includes, without limitation, Customer information such as name, model, make, year, VIN, phone number, address, Finance and Insurance details, and other identifying information.  
  2. The Dealer owns the Dealer data and licenses the data to Gather royalty free. 
  3. Information, digital or otherwise, received by Gather from a Dealer that is validated, augmented, or corrected by i) Gather, ii) through Gather’s software or systems or iii) third party data sources shall not be considered Dealer Data. Such information shall be considered the property of Gather and Gather has right to use the information in its sole discretion, regardless whether some or all of the information was modified by Gather. 
  4. Compliance with Privacy Laws. Gather agrees, warrants and represents that Gather shall comply with all applicable privacy laws and regulations in each jurisdiction in which the Gather System is employed with respect to the use, disclosure and safeguarding the personally identifying information (“PII”) of Customers and Dealer Data. 
  5. Dealer and Gather shall undertake commercially reasonable physical, electronic and procedural controls and safeguards, including without limitation, securing and/or encrypting such information in a manner consistent with industry security standards, to protect the security, confidentiality and integrity of both PII and Dealer Data. 

4. Payments to and from Dealer.

  1. Gather/Dealer shall pay in accordance with this Section 4 and the provisions set forth in Schedule A hereto for the duration of this Agreement.
  2. Dealer shall have the right (but not the obligation) to review (by making a written request to do so) Gather’s billing records used to calculate any Revenue Share owed to Dealer under this agreement. Dealer is limited to one such request every three months. Gather shall comply by providing the information within 15 business days of its receipt of the request. The reasonable direct costs of Gather’s compliance shall be paid by Dealer. Any review shall be conducted in a manner calculated to limit, to the extent practicable, any disruption to the operation of the Gather business. In the event a review reveals an underpayment of Transaction Fees, Gather shall pay Dealer the amount underpaid plus 5% of that amount within 30 days. 
  3. Gather shall have the right to review Dealer’s DMS records to ensure that Dealer is sending the contractually-required minimum percentage of Leads to Gather as per Schedule A and to ensure compliance with any non-compete provisions required of Dealer. Gather is limited to one such request every three months. Dealer shall comply by providing the information within 15 business days of its receipt of the request. The reasonable direct costs of Dealer’s compliance shall be paid by Gather.

5. Intellectual Property Ownership and License.

  1. Ownership of Intellectual Property. Dealer shall not acquire any right, title or interest in or to the intellectual property used in or created in connection with the Gather System, including without limitation any patent rights, inventions (whether or not patentable), copyrights and copyrightable works, trademarks, trade secrets, know-how, manufacturing software code, production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, deployment skills, technical data, customer and supplier lists and information or other proprietary rights appurtenant to or inherent in the Gather System or in any element thereof (collectively “Intellectual Property”). Any derivatives, additions, changes, or improvements to the Intellectual Property are included as Intellectual Property. The Intellectual Property is solely the property of Gather. This Agreement shall not in any way be construed as a transfer of any Intellectual Property ownership rights of Gather. Commencing at the time Gather receives payment for installing the software components of the Gather System, Gather grants to Dealer a non-exclusive, non-transferable, royalty free license to use the Intellectual Property. The license shall immediately terminate upon the earlier of the termination of (i) the term of this Agreement or (ii) Dealer’s use of the Gather System and service. 
  2. Violations of the License. The Intellectual Property shall in all respects be protected under the confidentiality provisions of Section 11 of this Agreement. Dealer shall not disassemble, decompile, or otherwise reverse engineer Gather System or any of its elements and shall ensure that none of its employees, contractors, agents, affiliates or assigns does so. Further, Dealer agrees to use Gather System only for the purpose of customer information verification and lead generation for insurance agents and providers. Any other use of the Gather system is prohibited. The provisions of this subsection 5.2 shall survive the termination of this Agreement.
  3. Termination in Event of Violation. Violation of this Section 5 shall be considered a material breach of this Agreement and Gather shall in its sole discretion (i) immediately revoke all license and usage rights Dealer has in and to the Gather System (ii) and seek legal recourse including, without limitation, injunctive relief. Because of the difficulty valuing Gathers damages in the event of Dealer’s breach of this Section 5, the Parties hereby agree that, at a minimum, Gather shall be considered to have suffered liquidated damages in an amount not less than Three Million ($3,000,000) Dollars (“Stipulated Damages Amount”). Dealer explicitly agrees that this sum is fair and reasonable under the circumstances and considering the nature and extent of the work Gather has devoted to develop the Intellectual Property, is not a penalty,  and shall not dispute the Stipulated Damages Amount in any legal proceeding brought by Gather to enforce its rights under this Section 5. Gather may, however, seek damages in excess of the Stipulated Damages Amount.

6. Prohibited Acts.

  1. Dealer understand, agrees and warrants that Dealer shall not employ or market the Gather System with the intent to act as a licensed insurance agent or an insurance producer in contravention of the then-current state or federal insurance licensing requirements or regulatory guidelines unless Dealer is separately and currently licensed to provide insurance services in each state in which Dealer conducts business.  
  2. Gather reserves the right in its sole discretion to immediately terminate this Agreement with no advance notice in the event Dealer or any user Dealer authorizes acted as an insurance agent or producer without the proper certificates or licensing required for this function. 
  3. Dealer agrees not to contract with or use the competing services of any competitor of Gather and shall not engage in a direct commercial business relationship with Gather’s Identity Verification or Insurance Validation partners during the term of the agreement or two years after its termination. “Competing services” are defined as software that facilitates post-sale auto insurance transactions. “Competitor” includes but is not limited to Salty, Polly, Fetch, Insurify, Axel, Canopy Connect, Modives, or The Zebra. 
  4. Dealer shall not contract for any product or service provided to Gather by 3rd parties that are then offered to the Dealer under this agreement for a period of one year after the termination of this agreement.

7. Trademarks, Promotion and Branding.

  1. Dealer is hereby granted the right to use, with Gather’s prior consent as to each new or different use as set out in section 7.3 below, Gather’s trademarks and marketing content in order to promote Gather’s “Get Insurance” System to Customers or potential customers. Dealer shall abide by Gather’s brand guidelines as the same may be promulgated by Gather from time to time. Any deviations to these brand guidelines require Gather’s prior written authorization.  
  2. Gather is hereby granted the right to use, with Dealer’s prior consent as to each new or different use as set out in section 7.3 below, Dealer’s trademarks and marketing content in order to promote the Gather System and Dealer’s participation in it.  Gather shall abide by Dealer’s brand guidelines as the same may be promulgated by Dealer from time to time. Any deviations to these brand guidelines require Dealer’s prior written authorization.  
  3. Dealer and Gather must provide the other party two week’s advance notice before the initial use of the other’s marks in any new materials. This notice must include an example of the usage of the other’s marks. Within those two weeks upon receipt of this notice, the other party may deny the use of its marks in the new materials by providing a written denial to the originating party. If a written denial is not received by the originating party the new materials will be deemed approved by the other party.

8. Term. 

The initial term of this Agreement shall commence as of the Effective Date and will remain in effect through the first twelve months following the Effective Date. Following the initial term, this Agreement will automatically renew for additional, successive two (2) year terms. Except as may be provided elsewhere in this Agreement, either Party may terminate by delivering written notice of its intent not to renew at least sixty (60) days prior to the expiration of the then-applicable term.  

9. Representations and Warranties.

  1. General Warranties. Each Party represents and warrants to the other Party that: (i) it has all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (ii) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which it conducts business; (iii) it will avoid deceptive, misleading or unethical practices that could adversely affect the performance of the other Party’s obligations under this Agreement or damage the reputation of the other Party; (iv) it is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability or the ability of the other Party to perform fully its respective obligations hereunder; and (v) its performance of its obligations under this Agreement will not violate any other agreement between the Party and any third party.
  2. Data Cleanliness. Each Party represents and warrants that the data created and/or delivered to the other Party will not at the time of delivery contain any viruses or any other contaminants or disabling devices that may be used to access, alter, delete, damage or disable any software, service system, hardware, software or network of the other Party, including the Gather System. 

10. Indemnification.

  1. By Dealer. Dealer, at its own expense, will indemnify, defend and hold harmless Gather, its parents, subsidiaries, affiliates and assignees, and the directors, officers, employees and agents of each from and against any and all claims, losses, damages, expenses, debts or liabilities, including reasonable attorneys’ fees, arising out of or relating to any third-party claim, demand, action, suit, investigation, arbitration or other proceeding (a) based on or resulting from any breach or alleged breach by Dealer of any of its representations or warranties under this Agreement, including without limitation those warranties contained in Section 6, or (b) arising out of any Customer or Data delivered to Gather.
  2. By Gather. Gather, at its own expense, will indemnify, defend and hold harmless Dealer, its parents, subsidiaries, affiliates and assignees, and the directors, officers, employees and agents of each from and against any and all claims, losses, damages, expenses, debts or liabilities, including reasonable attorneys’ fees, arising out of or relating to any third-party claim, demand, action, suit, investigation, arbitration or other proceeding (a) based on or resulting from any breach or alleged breach by Gather of any of its representations or warranties under this Agreement, or (b) arising out of the use of the System. 
  3. Survival. The provisions of this Section 10 shall survive the termination of the Agreement.

11. Confidentiality.

  1. Confidential Information. The Parties acknowledge that, in order to successfully perform their respective duties hereunder, it is necessary for each Party (the “Disclosing Party”) to entrust the other Party (the “Receiving Party”) and its employees, officers, directors, agents approved consultants and other designated representatives (collectively, “Representatives”) with certain valuable proprietary information and knowledge of certain modes of business operation (“Confidential Information”) which are essential to the profitable operation of the Disclosing Party and which give the Disclosing Party a competitive advantage over other firms pursuing related business activities. In the context of this Agreement, “Confidential Information” shall include all information, whether oral or written, regarding the Disclosing Party’s business including, but not limited to, methods and/or strategies; computer programs, software and data; computational algorithms, procedures, methods and/or techniques; training procedures; clearing operations; business plans and ideas; marketing techniques or strategies; products and product lines; and any specifications related thereto; pricing policies; trade secrets; cost information; commercial relationships; customers; financial results and projections; research and development activities and results; and any other proprietary or confidential information. “Confidential Information” also includes all information as to which the Disclosing Party owes an obligation of confidentiality to a third party (including, but not limited to, computer-related vendors (hardware and software)).  Dealer hereby acknowledges and agrees that the methods and formulae used to calculate the Transaction Fees, the Showroom Fee and all other payments, compensation addressed in this Agreement shall be considered Confidential Information, as shall the actual amounts of the payments themselves. “Confidential Information” shall not include information, which is, or shall become, public knowledge through no direct or indirect involvement on the part of the Receiving Party or one or more of its Representatives or which is generally known in the industry. 
  2. For avoidance of doubt “Confidential Information” also includes the details of this Agreement and all of the information contained in Schedule A.
  3. The Receiving Party shall disclose Confidential Information received by it under this Agreement or otherwise only to persons within its organization who have a need to know such Confidential Information in the course of the performance of their duties relating to and expressly contemplated by the Project and who are bound by a written agreement, enforceable by the Disclosing, to protect the confidentiality of such Confidential Information and to abide by the terms of this Agreement.  The Receiving Party shall adopt and maintain programs and procedures which are reasonably calculated to protect the confidentiality of Confidential Information and shall be responsible and strictly liable to the Disclosing for any disclosure or misuse of Confidential Information which results from a failure to comply with this provision.  The Receiving Party will promptly report to the Disclosing any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by the Disclosing to prevent, control or remedy any such violation. 
  4. Confidential Information shall not include any information or knowledge which (i) is known to the Receiving Party before receipt or discovery thereof from the Disclosing Party or its Affiliates, to the extent and only to the extent that such information or knowledge was so obtained in a good faith and legal manner and that such prior knowledge is evidenced by contemporaneous written records of the Receiving Party or is otherwise disclosed in writing by the Receiving Party prior to its receipt or discovery in connection with the Project, (ii) is disclosed to the Receiving Party in good faith by a third party who had the legal right to make such disclosure, provided that the Receiving Party shall immediately notify the Disclosing Party in writing of any such third party disclosure and shall refrain from any further disclosure of such information and knowledge if informed in writing that the Disclosing in good faith disputes the right of the applicable third party to possess or disclose the information or knowledge, or (iii) is now or hereafter becomes generally known to the public at large and part of the public domain through no fault of the Receiving Party, provided that the Receiving Party shall notify the Disclosing in writing prior to its disclosure of any information and knowledge which it deems to be subject to this exception and shall refrain from such disclosure if notified in writing that the Disclosing in good faith disputes that conclusion.  Without in any way limiting the foregoing, it is agreed that the mere fact that the Disclosing’s products and goods are sold in the marketplace does not mean that any Confidential Information relating to the products and goods is generally known to the public at large or in the public domain, nor shall any reverse engineering, deconstruction, disassembly or decompilation of any such products or goods give rise to such a claim.
  5. The term “Affiliates” shall mean any one or more business entities which, directly or indirectly, are controlling, controlled by, or under common control with a Party or its successors or assigns.  

12. Limitation of Liability. 

IN NO EVENT SHALL (A) EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), PRODUCT LIABILITY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) GATHER BE LIABLE FOR ANY DAMAGES THAT EXCEED THE SUM OF THE AGGREGATE PAYMENTS OF GATHER MADE TO DEALER WITHIN THE LAST TWELVE (12) MONTHS EARNED PURSUANT TO THIS AGREEMENT; PROVIDED THAT THE LIMITATIONS IN SUBSECTION (A) ABOVE SHALL NOT APPLY TO (I) DAMAGES AWARDED TO A THIRD PARTY AGAINST THE PARTY SEEKING INDEMNIFICATION UNDER THIS AGREEMENT; OR (II) DAMAGES ARISING FROM A BREACH OF SECTIONS 5, 6, 7, 9.2 AND 11 OF THIS AGREEMENT.

13. Gather Guarantee: Fraud.

  1. Gather will maintain an existing commercial insurance policy to cover incidents of fraud not caught by the Gather Process within predetermined Program Limits. 
  2. If a consumer passes the ID verification process and the person is not the person presented, or if the consumer passes the Insurance validation process and does not meet the insurance coverage presented on the insurance documents provided,
    Gather Guarantee Fraud becomes effective.
  3. This Gather Guarantee Fraud shall not cover a qualifying loss if the Dealer intentionally concealed or misrepresented any material fact relating to the vehicle transaction, the bona fide nature of the vehicle transaction, if the Dealer is acting in an unlawful manner, or a transaction  resulting directly or indirectly from any dishonest, fraudulent, criminal, or illegal act or arising from an intentional act of deception committed by the Dealer.
  4. Gather agrees to maintain a Program Limit that will cover vehicles with a then-current MSRP of not more than $299,999.00 per incident.
  5. Gather will maintain a Program Limit that covers $1,000,000 in aggregate of all claims.
  6. If at any time Gather’s Fraud coverage does not meet the Program Limits, Gather has a responsibility to notify the dealer of the lack of coverage, and the dealer may terminate this agreement.
  7. Gather’s Fraud policy will only cover vehicles owned by the parties of this agreement or are covered by the dealer’s then-current floorplan financing vendor at the time of vehicle delivery provided title transfer has occurred with the consumer.
  8. It is the Dealer’s responsibility to advise the Administrator within 7 days from the Date of Loss and have the evidence of the transaction available for inspection by the Administrator. The Administrator will calculate the Actual Cash Value of the Collateral immediately prior to the loss. 
  9. This coverage applies only to a Qualifying Loss sustained when the Collateral is sold within the United States of America (USA.)
  10. This Agreement does not provide coverage for loss: 
    1. occurring prior to the effective date of this Agreement;
    2. for Collateral not yet delivered to a customer; 
    3. for Collateral lacking binding title transfer documentation executed by the customer prior to claim;
    4. for Collateral that has not received a “Green” indicator for in-force Car Insurance and ID verification delivered by Gather to the dealer prior to the collateral being delivered to the consumer;

13a. Gather Guarantee: Policy

If dealer wishes to participate in the GatherRe Gather Guarantee Policy option;

a. The Dealer pays to Gather an additional $15.00 per customer, or then-current fee, for the Gather Guarantee Policy prior to the delivery of the vehicle to the customer;

b. Gather Cedes to the GatherRe reinsurance fund that amount the plan administrator defines as the ceding fee to back the Gather Guarantee Policy;

c. Any bona fide claim made on a qualifying vehicle Gather has determined has car insurance in place, as indicated by the “Green” insurance box and “Green” identity verification box on the Customer Verification Report, will be paid by either the customer’s P&C Insurance policy or GatherRe, for any outstanding amounts owed to the Dealer from the customers finance source based on the terms posted at http://gather.technology/GatherRe/Terms

14. Governing Law. 

This Agreement and questions relating to its validity, interpretation, performance and enforcement shall be governed and construed according to the laws of the State of Florida, without regard to its conflict of laws principles. Gather and Dealer each submit to the exclusive jurisdiction of the state and federal courts located in Lee County, Florida as to all actions and proceedings relating in any way to this Agreement, and each explicitly waives any right it might have to challenge any action commenced in the selected forum on the grounds of forum non conveniens, or any other grounds.

15. No Third Party Beneficiaries. 

The terms of this Agreement are intended solely for the benefit of each of the Parties, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.

16. Counterparts. 

This Agreement may be executed in any number of counterparts with the same effect as if both Parties hereto signed the same document. All counterparts shall be construed together and shall constitute one instrument. A signature of a Party transmitted by facsimile, PDF or other electronic transmission shall constitute an original signature.

17. Assignment. 

This Agreement may not be assigned by either Party without the prior written consent of the other Party, after at least 15 business days’ prior notice to the other Party of the requested assignment. Any such consent may not be unreasonably withheld, conditioned or delayed.

18. Survival.

Sections 5, 6, 7, 9.2 and 11 shall survive the termination of this Agreement as shall any payment obligations of the Parties accruing hereunder prior to the date of such termination and any other provision herein expressly surviving expiration or termination or necessary to interpret the rights and obligations of the parties in connection with the termination of this Agreement.

19. Severability.

Blue Pencil. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in every jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

20. Entire Agreement. 

Each Party acknowledges that he has read this Agreement, understands it, and agrees to be bound by its terms, and further acknowledges and agrees that it is the complete and exclusive statement of the agreement and understanding of the Parties regarding the subject matter hereof, which supersedes and merges all prior proposals, agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by all of the parties.

21. Liquidated Damages and Injunctive Relief. 

Since the Intellectual Property of Gather cannot be readily purchased or sold in the open market, any damages which would accrue by reason of a party’s breach of any provision of this Agreement would be difficult to determine. It is therefore agreed that the parties hereto would be irreparably damaged in the event that this Agreement were not specifically enforced. Should, therefore, any dispute arise concerning the performance of either Party of its obligations under this Agreement, an injunction may be issued restraining the alleged breach pending the termination of such dispute. 

22. Force Majeure. 

Except with respect to delays or failures caused by the negligent or intentional act or omission of either party, any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such party including, but not limited to, acts of God, power outages, shortage of material or labor, or failures of the Internet, provided that the party affected by such event will immediately begin or resume performance as soon as practicable after the event has abated. If the act or condition beyond a party’s reasonable control that prevents that party from performing any of its obligations under this Agreement continues for thirty (30) days or more, then the other party may terminate this Agreement, in whole or in part, immediately upon written notice to the non-performing party.

23. Relationship of the Parties. 

This Agreement will not be deemed or construed to create any partnership, employer/employee, joint venture or agency relationship between Dealer and Gather.  Nothing in this Agreement will be construed to constitute or appoint either party as the agent or representative of the other party for any purpose whatsoever, or to grant to either party any right or authority to assume or create any obligation or responsibility, express or implied, for or on behalf of or in the name of the other, or to bind the other in any way or manner whatsoever.

24. Notices.

Any notice or other communication provided for or permitted under this Agreement shall be in writing and shall treated as having been given when (a) delivered personally, (b) sent by email, (c) sent by commercial overnight courier with written verification of receipt, or (d) mailed postage prepaid by certified or registered mail, return receipt requested, to the Party to be notified, at the address for such Party set forth below, or at such other place of which the other Party has been notified in accordance with the provisions of this Section.

Notices to Dealer shall be sent as defined in the Order Form:

Notices to Gather shall be sent to:
Gather Revenue, Inc.
1343 Shadow Lane
Ft. Myers, FL 33901
Attn: CFO
Email: CFO@gatherinsurance.com

25. Modifications.

Parties agree that from time to time Gather may alter elements of the Standard Terms and Conditions Agreement and post these changes at Gather.technology/terms. The “then-current” agreement will replace any previous agreement without the need to notify the Dealer of the specifics of any changes.  The dealer will have the right to immediately terminate this agreement within 30 days of the posting Date.