Terms of Service

Gearco

Last updated  September 10, 2026

1. Your relationship with Gearco

1.1 Your use of Gearco's products, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Gearco under a separate written agreement) is subject to the terms of a legal agreement between you and Gearco. "Gearco" means Gearco Inc., whose principal place of business is in the state of Georgia, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with Gearco, your agreement with Gearco will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".

1.3 Your agreement with Gearco will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Gearco in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

  (A) Clicking to accept or agree to the Terms, where this option is made available to you by Gearco in the user interface for any Service; or

  (B) By actually using the Services. In this case, you understand and agree that Gearco will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Gearco, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.

3. Language of the Terms

3.1 Where Gearco has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Gearco.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

4. Provision of the Services by Gearco

4.1 Gearco has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of Gearco itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

4.2 Gearco is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Gearco provides may change from time to time without prior notice to you.

4.3 You may stop using the Services at any time. Until you inform Gearco, you will continue to be billed at your agreed monthly amount as described in the "Additional Terms of Service" section.

4.4 You acknowledge and agree in such event, that if Gearco disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4.5 Service Availability. Gearco targets monthly availability of 99.9% for covered production Services, excluding scheduled maintenance, emergency maintenance, customer-caused issues, force majeure events, internet or telecommunications failures outside Gearco’s control, and outages or degradation caused by third-party systems outside Gearco’s reasonable control.

  (A) Enterprise or contracted service levels, response commitments, service credits, and other remedies may be defined in the applicable customer agreement or Service Level Agreement.

  (B) Gearco monitors service availability and maintains a public service-status resource for operational updates.

5. Use of the Services by you

5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Gearco will always be accurate, correct and up to date.

5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Gearco, unless you have been specifically allowed to do so in a separate agreement with Gearco. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.5 Unless you have been specifically permitted to do so in a separate agreement with Gearco, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5.6 You agree that you are solely responsible for (and that Gearco has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Gearco may suffer) of any such breach.

6. Your passwords and account security

6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.

6.2 Accordingly, you agree that you will be solely responsible to Gearco for all user activities that occur under your account.

6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Gearco immediately.

7. Privacy and your personal information

7.1 We may collect information about the services that you use and how you use them, like when you visit a website that uses our services or you view and interact with our ads and content. For information about Gearco's privacy policy, visit http://www.gear.co/PrivacyPolicy.

7.2 You agree to the use of your data in accordance with Gearco's privacy policies.

7.3 Data Processing Addendum. Where required by applicable data protection law or agreed as part of a customer relationship, Gearco’s processing of personal information on behalf of a customer may also be governed by Gearco’s Data Processing Addendum, available at:
https://www.gear.co/DPA

The Data Processing Addendum supplements these Terms and, where applicable, addresses data processing roles, confidentiality, security, subprocessors, data retention and deletion, incident response, international data transfers, and other legally required data protection obligations.

8. Content in the Services

8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".

8.2 Third-Party and Protected Content. Content made available through the Services may be protected by intellectual property rights owned by Gearco, customers, licensors, service providers, or other third parties. Except as expressly permitted by these Terms, the applicable rights holder, or applicable law, you may not reproduce, modify, distribute, sell, license, lease, transfer, publish, display, create derivative works from, or otherwise use such Content in a manner that infringes or misappropriates the rights of another party.

8.3 Service Administration and Content Management. Gearco reserves the right, but does not assume an obligation, to review, restrict, disable access to, modify, remove, preserve, or otherwise manage Content where reasonably necessary to operate, maintain, secure, support, or protect the Services; enforce these Terms or other applicable agreements; comply with applicable law, regulation, court order, subpoena, or other valid legal process; respond to security, fraud, abuse, or misuse concerns; or protect the rights, property, safety, or legitimate interests of Gearco, its customers, users, service providers, or third parties.

8.4 You agree that you are solely responsible for (and that Gearco has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Gearco may suffer) by doing so.

9. Proprietary rights

9.1 You acknowledge and agree that Gearco (or Gearco's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Gearco and that you shall not disclose such information without Gearco's prior written consent.

9.2 Unless you have agreed otherwise in writing with Gearco, nothing in the Terms gives you a right to use any of Gearco's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.

9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Gearco, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Gearco's brand feature use guidelines as updated from time to time.

9.4 Other than the limited license set forth in Section 11, Gearco acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content that you submit, post, transmit or display on, or through, the Services, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Gearco, you agree that you are responsible for protecting and enforcing those rights and that Gearco has no obligation to do so on your behalf.

9.5 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

9.6 Unless you have been expressly authorized to do so in writing by Gearco, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9.7 Aggregated and Derived Data. Notwithstanding anything to the contrary in these Terms, Gearco may collect, track, analyze, and derive information relating to the provision, use, operation, and performance of the Services, including aggregated, anonymized, or de-identified information derived from Customer Content and data generated through the Services.

Gearco may, during and after the term of the applicable customer relationship:

  (A) use such information to operate, maintain, secure, improve, and enhance the Services, including Gearco software, analytics, artificial intelligence capabilities, reporting tools, and other current or future offerings;

  (B) use such information for development, diagnostic, research, benchmarking, statistical, and performance-analysis purposes;

  (C) use such information to develop and improve indexes, benchmarks, scoring methods, market intelligence, industry trends, analytical products, and related services;

  (D) publish, distribute, license, or otherwise make available aggregated, anonymized, de-identified, or derived information for research, benchmarking, industry analysis, market intelligence, promotional, or commercial purposes, provided that such information does not reasonably identify an individual, customer, property, guest, or user; and

  (E) retain all right, title, and interest in Gearco’s analytical models, methodologies, algorithms, indexes, benchmarks, scoring methods, statistics, reports, performance measures, and other analytical products or derived information created from aggregated, anonymized, or de-identified data.

Nothing in this Section transfers ownership of Customer’s underlying Content to Gearco. Customer ownership of underlying Content remains subject to Section 9.4, and Gearco’s use and disclosure of aggregated, anonymized, de-identified, or derived information remains subject to the confidentiality and minimum aggregation protections described in Section 9.8.

9.8 Confidentiality and Minimum Aggregation Standards. Gearco’s indexes, benchmarks, scoring methods, analytical models, methodologies, weighting systems, formulas, source composition, source mappings, and related analytical processes are proprietary and confidential to Gearco and may constitute trade secrets or other protected intellectual property.

Customers retain ownership of the underlying Content they submit to or generate through the Services. Gearco does not publicly disclose identifiable customer, property, guest, or user information as part of its indexes, benchmarks, market intelligence, research, reports, or other analytical products.

  (A) Minimum Aggregation Standard. Unless otherwise expressly authorized by the applicable customer, Gearco will not publish or commercially distribute an external benchmark, index segment, or comparative data set derived from customer data unless the reported population contains data from at least five (5) distinct properties representing at least three (3) unaffiliated ownership or operating entities and is structured so that no individual customer, property, guest, or user can reasonably be identified from the reported information.

  (B) Additional Protection Against Identification. Gearco may apply higher aggregation thresholds, suppression rules, ranges, rounding, grouping, time-period consolidation, or other reasonable disclosure controls when necessary to reduce the risk that an individual contributor, customer, or property could be identified or its underlying information reasonably reconstructed.

  (C) Proprietary Source Information. Gearco does not disclose individual contributor identities, property-level source mappings, weighting allocations, source composition, or other information that could reasonably permit reconstruction of underlying contributor data, except where disclosure is required by applicable law, regulation, court order, subpoena, or other valid legal process.

  (D) Client Transparency. A customer whose data contributes to a Gearco index or benchmark may request written confirmation that its information has been aggregated, anonymized, de-identified, or otherwise processed in accordance with Gearco’s applicable aggregation and data protection standards.

  (E) Legal Disclosure. If Gearco is legally required to disclose information that may identify or reasonably be traceable to a customer, property, guest, or user, Gearco will, to the extent legally permitted and reasonably practicable, provide notice to the affected customer and seek appropriate protections for confidential or proprietary information.

  (F) Client Control and Competitor Restriction. A customer may opt out of inclusion of its data in future external benchmark publications or commercially distributed index products by providing at least thirty (30) days’ written notice to Gearco. Any aggregated, anonymized, de-identified, or derived information incorporated into an index, benchmark, report, historical data set, or analytical product before the effective date of the opt-out will not be subject to retroactive removal.

Gearco will not knowingly sell, license, or provide a benchmark or index product in a manner that discloses or enables the reasonable identification of a contributing customer’s property-level performance to a direct competitor operating in the same market segment and geographic area. This restriction does not prohibit Gearco from offering broadly available aggregated, anonymized, de-identified, or derived industry benchmarks or index products that comply with the protections and minimum aggregation standards set forth in this Section.

Nothing in this Section requires Gearco to disclose its proprietary methodologies, formulas, scoring methods, weighting systems, source composition, contributor identities, trade secrets, or other confidential information except to the extent legally required.

10. License from Gearco

10.1 Gearco gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Gearco as part of the Services as provided to you by Gearco (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Gearco, in the manner permitted by the Terms.

10.2 You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Gearco, in writing.

10.3 Unless Gearco has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.

10.4 Software as a Service; Hardware; Pricing and Billing:

  (A) The Software is provided as a subscription-based Software-as-a-Service (SaaS), billed on a month-to-month basis unless otherwise agreed in writing. All SaaS fees are billed in advance of each monthly service period and are non-refundable.

  (B) Hardware and certain other select services may be offered separately and billed on a one-time basis. Such charges will also be billed in advance unless otherwise agreed.

  (C) Gearco may change pricing from time to time upon at least thirty (30) days’ prior notice to the customer, unless otherwise provided in a separate written agreement. Pricing changes will take effect no earlier than the customer’s next applicable billing cycle following the notice period. Continued use of the Software or Services after the effective date of the pricing change constitutes acceptance of the revised pricing.

11. Content license from you

11.1 Permitted Use of Content. You grant Gearco a limited, non-exclusive, worldwide, royalty-free license to host, store, process, reproduce, transmit, display, and otherwise use Content solely as reasonably necessary to provide, maintain, secure, support, improve, and operate the Services, or as otherwise permitted under these Terms.

11.2 Service Providers and Subprocessors. Gearco may make Content available to its service providers, subprocessors, technology partners, and other third parties only to the extent reasonably necessary to provide, maintain, secure, support, or improve the Services, comply with applicable law, or perform obligations under these Terms. Where appropriate, such parties will be subject to contractual obligations regarding confidentiality, security, and permitted use of the Content.

11.3 Technical Processing. You understand that, in performing the technical steps required to provide the Services, Gearco may transmit, route, store, reproduce, or otherwise process Content across networks, systems, devices, infrastructure, and service providers, and may make technical changes to Content as reasonably necessary to conform and adapt it to the requirements of connecting networks, devices, systems, services, or media.

11.4 Aggregated and Derived Information. The use, retention, publication, disclosure, licensing, distribution, commercialization, and ownership of aggregated, anonymized, de-identified, or derived information created from Content are governed separately by Sections 9.7 and 9.8.

11.5 Customer Ownership. Except for the limited rights expressly granted under these Terms, Gearco does not acquire ownership of your underlying Content. Ownership of Content remains with you or your applicable licensors.

11.6 Rights and Authority. You represent and warrant that you have all rights, permissions, consents, and authority necessary to submit Content to the Services and to grant Gearco the rights described in this Section.

12. Software updates

12.1 The Software which you use may automatically download and install updates from time to time from Gearco. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Gearco to deliver these to you) as part of your use of the Services.

13. Ending your relationship with Gearco

13.1 The Terms will continue to apply until terminated by either you or Gearco as set out below.

13.2 If you want to terminate your legal agreement with Gearco, you may do so by (a) notifying Gearco at any time and (b) closing your accounts for all of the Services which you use, where Gearco has made this option available to you. Your notice should be sent, in writing, to Gearco.

13.3 Gearco may at any time, terminate its legal agreement with you if:

  (A) You have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or

  (B) Gearco is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or

  (C) The partner with whom Gearco offered the Services to you has terminated its relationship with Gearco or ceased to offer the Services to you; or

  (D) Gearco is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or

  (E) The provision of the Services to you by Gearco is, in Gearco’s reasonable determination, no longer commercially viable. Where reasonably practicable, Gearco will provide at least thirty (30) days’ prior notice of termination under this subsection.

Nothing in this subsection limits Gearco’s right to suspend or terminate Services immediately where required by law, necessary to protect the security or integrity of the Services, or otherwise permitted under these Terms.

13.4 Effect of Termination. When these Terms come to an end, all legal rights, obligations, and liabilities that you and Gearco have benefited from, been subject to, accrued over time, or that are expressly stated to survive termination shall remain unaffected, including the rights described in Sections 9.7 and 9.8.

  (A) Standard Data Retention. Unless otherwise required by law, permitted under these Terms, or covered by a separate retention arrangement, Content associated with your account will be permanently removed from Gearco systems after thirty (30) days following the end of your relationship with Gearco. It is your responsibility to obtain and retain any Content you wish to keep before that retention period expires.

  (B) Extended Data Retention Service. Gearco offers a paid data storage and retention service that allows customers to preserve Content beyond the standard retention period. The duration, scope, storage limits, pricing, access rights, and other terms applicable to extended retention are governed by the applicable service agreement, order, or other written arrangement with Gearco.

  (C) Customer Responsibility. A customer that wishes to preserve Content beyond the standard retention period must enroll in Gearco’s extended data retention service before the applicable deletion date. If no extended retention arrangement is in effect, Gearco may permanently delete the Content after the standard retention period without further obligation to preserve or restore it.

  (D) Derived Information. For clarity, deletion of Content does not require Gearco to delete aggregated, anonymized, de-identified, or derived information that Gearco is permitted to retain and use under Sections 9.7 and 9.8.

13.6 Products and services purchased from Gearco are non-refundable. You may submit a refund exception request to cancel@GearcoInc.com. Refund requests will go through an approval process and if considered, the following may apply:

  (A) The refund process will take 10 to 15 business days.

  (B) A 10% refund fee will apply, meaning 90% will be refunded.

  (C) The refunded amount will be issued to the same form of payment as the purchase within 3 to 5 business days after the refund process.

14. EXCLUSION OF WARRANTIES

14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR LIMIT GEARCO'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

14.3 IN PARTICULAR, GEARCO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

  (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,

  (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,

  (C) ANY INFORMATION, REPORT, ANALYSIS, INDEX, BENCHMARK, SCORE, RECOMMENDATION, OR OTHER RESULT OBTAINED THROUGH THE SERVICES WILL BE COMPLETE, ERROR-FREE, OR ACCURATE IN ALL CIRCUMSTANCES, INCLUDING WHERE SUCH INFORMATION OR RESULT DEPENDS ON CUSTOMER-PROVIDED DATA, THIRD-PARTY DATA, TRANSACTIONAL DATA, HISTORICAL DATA, ESTIMATES, OR ANALYTICAL METHODOLOGIES,

  (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED, AND

  (E) ALL PRODUCTS OR SERVICES WILL REMAIN AVAILABLE WITHOUT CHANGE OR TERMINATION DUE TO SECURITY STANDARDS, HARDWARE AVAILABILITY, OR OTHER UNKNOWNS.

14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Gearco OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

14.6 Gearco FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

14.7 ANALYTICAL AND INDEX INFORMATION. Gearco’s ANALYTICS, INDEXES, BENCHMARKS, SCORES, REPORTS, FORECASTS, RECOMMENDATIONS, MARKET INTELLIGENCE, AND OTHER DERIVED OR ANALYTICAL INFORMATION ARE PROVIDED FOR INFORMATIONAL, COMPARATIVE, AND DECISION-SUPPORT PURPOSES ONLY. SUCH INFORMATION DOES NOT CONSTITUTE A GUARANTEE OF FINANCIAL, OPERATIONAL, INVESTMENT, CREDIT, MARKET, OR FUTURE PERFORMANCE AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY BUSINESS, INVESTMENT, LENDING, PRICING, OR OPERATIONAL DECISION.

Gearco DOES NOT REPRESENT OR WARRANT THAT HISTORICAL PERFORMANCE, BENCHMARK RESULTS, INDEX VALUES, ANALYTICAL OUTPUTS, OR RECOMMENDATIONS WILL PREDICT FUTURE RESULTS. CUSTOMERS AND OTHER USERS REMAIN RESPONSIBLE FOR INDEPENDENTLY EVALUATING INFORMATION PRODUCED THROUGH THE SERVICES AND FOR DECISIONS MADE BASED ON SUCH INFORMATION.

15. LIMITATION OF LIABILITY

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Gearco, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, SYSTEM FAILURE, COMPUTER DAMAGE, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY RELATED CUSTOMER AGREEMENT, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Gearco HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 THE FOREGOING EXCLUSIONS APPLY EVEN IF A LIMITED REMEDY PROVIDED UNDER THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

15.3 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Gearco’s TOTAL AGGREGATE LIABILITY TO A CUSTOMER FOR ACTUAL DIRECT DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES, THESE TERMS, OR ANY RELATED CUSTOMER AGREEMENT EXCEED THE RECURRING FEES PAID OR PAYABLE BY THE CUSTOMER TO Gearco FOR THE APPLICABLE SERVICES DURING THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT OR INCIDENT GIVING RISE TO THE CLAIM.

  (A) THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION REPRESENT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM A MATERIAL BASIS OF THE BARGAIN.

  (B) THE LIMITATIONS IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER ONE OR MULTIPLE CLAIMS ARE ASSERTED, AND WHETHER LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.

  (C) IF APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR LIABILITY, THE FOREGOING EXCLUSIONS AND LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Copyright and trade mark policies

16.1 It is Gearco's policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.

17. Service Communications

17.1 Gearco may provide operational, administrative, security, service-related, billing, product, or account communications in connection with the Services.

17.2 Such communications may include notices regarding scheduled maintenance, service availability, security matters, changes to features or functionality, billing matters, account activity, product updates, or other information reasonably related to the use or administration of the Services.

17.3 Service-related and administrative communications are considered part of the Services and may be delivered by email, through the Services, through account notifications, or by other reasonable means. Marketing or promotional communications, where applicable, will be handled in accordance with Gearco’s Privacy Policy and applicable law.

18. Other content

18.1 The Services may include hyperlinks to other web sites or content or resources. Gearco may have no control over any web sites or resources which are provided by companies or persons other than Gearco.

18.2 You acknowledge and agree that Gearco is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

18.3 You acknowledge and agree that Gearco is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

19. Changes to the Terms

19.1 Gearco may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Gearco will make a new copy of the Universal Terms available at http://www.gear.co/TOS and any new Additional Terms will be made available to you from within, or through, the affected Services.

19.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Gearco will treat your use as acceptance of the updated Universal Terms or Additional Terms.

20. Third-Party Services and Outages

20.1 You acknowledge and agree that certain Services provided by Gearco may rely on integrations or functionality delivered by third-party providers (including but not limited to payment processors, communication platforms, hosting services, data suppliers, and other technology partners).

20.2 Gearco makes reasonable efforts to select and integrate with reliable third-party services; however, Gearco does not guarantee the availability, performance, or continuity of any third-party service or system.

20.3 Gearco shall not be liable for any loss, delay, interruption, or failure of Service resulting from a disruption or outage caused by a third-party provider, regardless of whether such outage affects your ability to use the Services or results in business interruption, data loss, or other operational impact.

20.4 You agree that your use of the Services is subject to the availability of third-party systems, and that Gearco is not responsible for remedying or compensating for third-party-related outages or limitations, even if such services are necessary to your use of Gearco products.

20.5 Prepaid Payment Processing Model. Gearco’s payment processing model is designed around prepaid stays rather than the traditional lodging authorization-and-capture model. Under Gearco’s operating model, a stay is purchased and paid for at the time of the transaction, rather than authorized at check-in and captured at check-out.

  (A) Gearco processes applicable card transactions using retail/POS payment platforms and workflows, including Payment Fusion (BOA) and Clover Copilot. These platforms are designed to support immediate payment transactions and may not transmit certain lodging-specific data elements associated with traditional hotel processing, such as folio information, check-in and check-out dates, or stay duration.

  (B) Because Gearco transactions reflect a prepaid purchase model rather than a traditional lodging settlement model, card-network qualification and interchange treatment may differ from that of conventional hotel transactions. Depending on the merchant configuration, card type, network rules, and other factors outside Gearco’s control, certain transactions may qualify at different interchange levels or be subject to network downgrade categories.

  (C) Such treatment is a function of the prepaid business model, merchant configuration, and applicable card-network rules and does not, by itself, indicate a processing error, system defect, or configuration failure within Gearco.

  (D) Where commercially appropriate, Gearco may offer pricing arrangements, credits, or other commercial accommodations intended to account for differences associated with this payment model. Any such accommodation will be subject to the applicable customer agreement or other written arrangement with Gearco.

20.6 Security and Compliance. Gearco maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect the confidentiality, integrity, and availability of the Services and customer information.

  (A) Gearco maintains applicable PCI DSS compliance for payment systems and processes within its applicable cardholder data environment and undergoes independent SOC 2 examination of applicable systems and controls.

  (B) Additional security, compliance, and audit documentation may be made available to qualified customers upon request and, where appropriate, subject to confidentiality requirements.

21. General legal terms

21.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

21.2 The Terms constitute the whole legal agreement between you and Gearco and govern your use of the Services (but excluding any services which Gearco may provide to you under a separate written agreement), and completely replace any prior agreements between you and Gearco in relation to the Services.

21.3 You agree that Gearco may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

21.4 You agree that if Gearco does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Gearco has the benefit of under any applicable law), this will not be taken to be a formal waiver of Gearco's rights and that those rights or remedies will still be available to Gearco.

21.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

21.6 You acknowledge and agree that each member of the group of companies of which Gearco is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

21.7 The Terms, and your relationship with Gearco under the Terms, shall be governed by the laws of the State of Georgia without regard to its conflict of laws provisions. You and Gearco agree to submit to the exclusive jurisdiction of the courts located within the county of Gwinnett, Georgia to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Gearco shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.