Last updated: 9/25/24
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SITE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the SITE. YOUR USE OF THE SITE, AND PLATOON LLC PROVISION OF THE SITE TO YOU, CONSTITUTES AN AGREEMENT BY PLATOON LLC AND BY YOU TO BE BOUND BY THESE TERMS.
This Agreement is between you (the “Client”) and Platoon LLC, a North Carolina limited liability company d/b/a Gunly (“Gunly”).
Gunly provides comprehensive ecommerce services designed for Federal Firearms Licensees (“FFLs”). By using Gunly’s services, FFLs can provide extensive ecommerce storefronts to their customers, and you are agreeing to be bound by the terms and conditions that appear in this agreement.
If you are an individual acting on your company’s or client’s behalf, you accept these provisions on their behalf, and the term “you” will refer to you, your company, or your client.
The terms of this agreement shall start when your account is opened and terminate as provided in section “Termination”.
To access and/or use the services, you acknowledge and agree:
DEFINITIONS
LICENSE GRANT. Gunly grants to Client, a non-exclusive license to use this Product during your Agreement term. This Agreement will also govern any software upgrades provided by Gunly that replace and/or supplement the original Product, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern.
1. ACCOUNT
Client will manage its passwords and accept updates to the Gunly Tools.
Client may need to sign up for an account to use the Gunly Tools. Gunly may need to verify Client’s identity, and Client authorizes Gunly to collect information (e.g., date of birth, address) from Client to do so. Client may be unable to use the Gunly Tools if Client does not provide this information or Gunly cannot verify Client’s identity. If Client believes that its account information or the device that Client uses to access the Gunly Tools has been lost or stolen, or that someone is using Client’s account without Client’s permission, Client must notify Gunly immediately.
Client is responsible for securely managing its password(s) for the Gunly Tools and contacting Gunly if Client becomes aware of any unauthorized access to its account.
From time to time, Gunly may update the Gunly Tools, including utilities, improvements, or third-party applications. Client agrees to receive these updates.
2. PRICING, PAYMENT & CANCELLATIONS
2.1 Pricing. Client is hiring Gunly to provide a comprehensive ecommerce Service. Gunly offers a variety of monthly plan pricing options, including customized consulting for an additional charge. Client must pay for the Gunly plan of its choice in order to have access to and use Gunly or the Services. Said plan pricing options can be found on the Gunly Pricing Plans page.
2.2 Payment & Cancellation. Gunly will charge your payment method for fees on a monthly basis. You may cancel or change your plan at any time. Gunly requires payments of fees or a plan charge for use of the Gunly Tools and Services (or certain portions of the Services), and Client agrees to pay such fees.
Payments will be billed in U.S. dollars, and Client’s account will be charged upon purchase and when Client provides its payment information, unless stated otherwise in applicable payment provisions. If Client’s payment information is not accurate, current and complete, Gunly may suspend or terminate Client’s account. If Client does not notify Gunly of updates to Client’s payment information, Gunly may participate in programs supported by Client’s card provider to try to update Client’s payment information, and Client authorizes Gunly to continue billing Client’s account with the updated information obtained.
Client may be charged a plan fee in advance on an annual basis or other recurring interval disclosed to Client prior to purchase of a plan. For annual plans, Gunly will send Client a reminder with the then-current plan fee no less than thirty (30) days and no more than sixty (60) days Client’s plan term ends, or otherwise as required by applicable law. Gunly may change the price for recurring plan fees from time to time with notice to you. Price changes will take effect at the start of the next plan period following the date of the price change. If Client does not agree with the price change, you may cancel the plan prior to the price change going into effect.
Client’s payment to Gunly will automatically renew at the end of the applicable plan period, but you can cancel or change a plan at any time. For plan-based versions of the Services, plan cancellations will take effect the day after the last day of the current plan period. If Client cancels in the middle of a plan period, Client will be able to continue to access and use the applicable Service until the end of the plan period.
Client may cancel its plan at any time, and Gunly will refund Client within seven (7) days of project delivery.
2.3 Collection Expenses. Client shall pay all collection or legal fees caused by late payments.
2.4 Withholding Delivery. Gunly may withhold delivery of Deliverables, and/or work product if accounts are not current or overdue invoices are not paid in full.
2.5 Withholding License. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding additional costs, expenses, fees, or other charges.
3. OWNERSHIP AND LICENSES
These licenses cover Client Content to the extent Client’s Content is protected by intellectual property rights.
3.1 .Scope. This license is: worldwide, which means it’s valid anywhere in the world; non-exclusive, which means Client can license Client’s Content to others; and royalty-free, which means there are no fees for this license.
3.2.Rights. This license allows Gunly to:i) host, reproduce, distribute, communicate, sublicense and use Client’s Content — for example, to save Client’s Content on Gunly’s systems and make it accessible from anywhere Client goes; publish or publicly display Client’s Content, if Client has made it visible to others; and modify and create derivative works based on Client’s Content, such as reformatting or translating it.
3.3.Purpose. This license is for the limited purpose of operating, providing, and improving the Gunly Tools, which means allowing the Gunly Tools to work as designed and creating new features and functionalities.
3.4.Duration. This license lasts for as long as Client’s Content is protected by intellectual property rights.
Gunly may collect, derive, or generate de-identified and/or aggregated data regarding Client’s usage of or the performance of the Service, including data derived from Client’s Content. Gunly will own all such data and may use this data without restriction, including, but not limited to, operating, analyzing, improving or marketing Gunly’s products and services, including the Gunly Tools.
As between Client and Gunly, Gunly and its licensors retain all rights, title or interest in and to the Gunly Tools, except for any rights that may be granted to you.
4. DELAYS
4.1 Gunly Delays. Gunly shall use all reasonable efforts to meet the delivery schedule. Gunly may extend the due date for any Deliverables by giving written notice to Client.
4.2 Client Delays. Client shall use all reasonable efforts to provide needed information, materials, and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Deliverables.
4.3 General Delays. Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension for any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism, and epidemics.
5. EVALUATION AND ACCEPTANCE
5.1 Testing. Gunly will test and correct Deliverables using commercially reasonable efforts before providing Deliverables, including Final Deliverables to Client.
5.2 Approval Periods. Client shall, within three (3) business days after receiving each Deliverable, notify Gunly in writing of any revisions, corrections or changes required. Gunly shall, within ten (10) business days of receiving Client’s notification, correct and submit a revised Deliverable to Client. Client shall, within three (3) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If after two (2) corrections by Gunly, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
6. CLIENT REPRESENTATIONS. Client acknowledges and represents that it will perform the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Gunly, unless otherwise specified in the scope of work; and (b) Proofread all Deliverables. Client will be charged for correcting errors after the acceptance of any Final Deliverables.
6.1 Client Will Review Work. The Client promises to review the work product, to be reasonably available to Gunly if Gunly has questions regarding this project, and to provide timely feedback and decisions.
6.3 ATF Compliance. Client represents and warrants the following:
If Client infringes the copyrights of others, Gunly may terminate this Agreement.
Gunly may terminate this Agreement and Client’s use of the Services based on our reasonable suspicion that Client’s activities, business, or products are objectionable or promote, support or engage in any of the prohibited uses described above.
9. TERMINATION & EFFECT OF TERMINATION.
9.1 Term. This Agreement shall begin when both parties sign the Agreement and shall continue until all Services are complete and delivered, or until the Agreement is terminated.
9.2 Monthly and Yearly Plans. This Agreement is effective until Client’s plan expires, or Client cancels its account.
9.3 Termination for Cause. Either party may terminate this Agreement at any time, with ten (10) days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that ten (10) day period. Gunly will have no liability to the Client or any third party because of such termination.
9.4 Termination for Insolvency. Either party may terminate this Agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it.
9.5 Termination by Mutual Agreement. This Agreement may be terminated by the mutual agreement of the parties.
9.6 Termination for Convenience. Either party may terminate this Agreement at any time and for any reason upon ten (10) days prior written notice to the other party. If Client terminates the Agreement under this section, Gunly shall, at Client’s reasonable discretion, complete any work assigned or scheduled during the notice period in accordance with the terms and conditions of this Agreement.
9.7 Termination Fees & Effect of Termination. In the event of termination, any fees owed by Client to Gunly, including any third-party hosting expenses incurred by Gunly that may have accrued through the effective date of expiration or termination, will immediately become due and payable in full. Client must stop using the Gunly Tools once your plan expires or you cancel your account (or if this Agreement or your account is terminated per other termination provisions in Section 9.).
All sections of the Agreement that expressly provide for survival, or by their nature should survive, will survive expiration and termination of the Agreement, including, without limitation, confidentiality, indemnification, warranty disclaimers, and limitations of liability.
10. HELP AND SUPPORT. Gunly may use a variety of methods (e.g., in-product, widgets, Internet, remote access, online community, chat, e-mail, video and phone) to provide technical support and customer service in connection with the Services and Gunly Tools. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by Gunly from time to time. If you choose to allow an Gunly agent to have remote access to your computer via the Internet to provide help, you should close other browsers or applications or follow other instructions to enable such access.
11. NO PARTNERSHIP OR AGENCY. No agency, partnership, joint venture, or employment relationship is created by this Agreement or Client’s use of the Services, and Client does not have any authority of any kind to bind Gunly in any respect whatsoever.
12. HOSTING SERVICES. Gunly has entered into arrangements with one or more third parties for hosting services that are essential to the Services and Gunly Tools, incorporated within the Services and Gunly Tools, and without which the Services and Gunly Tools could not be provided to you.
13. RELEASE OF LIABILITY BY CLIENT RELATED TO PRODUCTS. Client acknowledges that it is a retailer of dangerous products and provides services to sell such products. Gunly is not responsible for, does not assume any liability for, and does not warrant the offerings or the actions of any Client’s businesses or individuals, or their content or their websites that operate stores, provide services, or sell such dangerous products online or at its places of business. Client may offer its users the opportunity to place classified ads and other communications that connect buyers with sellers of certain goods. Gunly is not directly involved in transactions between the Client’s buyer and seller and is not a party to any contract between the buyer and a seller.
Gunly does not control the quality, safety, morality, or legality of any aspect of the goods offered for sale by the Client and Gunly does not control any aspect of the Client’s decision to sell goods or a buyer’s decision to buy or pay for goods.
Gunly is not responsible for, does not assume any liability for, and does not warrant any individual’s use of the products sold by Client, or any actions any individual may take connected to the use of the products sold by Client.
Gunly does not create any product descriptions or advertisements that appear on the Site. Gunly is not responsible for, does not assume any liability for, and does not warrant any of the advertisements or any of the descriptions that are in advertisements that appear on Client’s website. Gunly does not warrant that product descriptions, pricing or other content on the website is accurate, complete, reliable, current, or error-free.
All items purchased through the website are made pursuant to a purchase contract between the Client and the client’s customer of such items.
14. NO WARRANTIES. Gunly does not give any warranties with respect to the network, content, software, or services used in conjunction with the Services. In particular, the Services are provided on an “as is”, “with all faults” and “as available” basis, with no representation as to accuracy, availability, or usability. To the extent allowed by applicable law, Gunly hereby disclaims all warranties, conditions, or duties of every nature whatsoever (except any duties of good faith), including without limitation, any implied warranties of merchantability or of fitness for a particular purpose, any express or statutory warranties, and any warranties or duties regarding accuracy, timeliness, completeness, performance, lack or negligence or of workmanlike effort. Additionally, Gunly makes no warranty that the Services are free from infection by viruses or anything else that has contaminating or destructive properties.
15. LIMITATION OF LIABILITY.Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Agreement. The Services and the work product of Gunly are sold “as is.” In all circumstances, the maximum liability of Gunly, its directors, officers, employees, agents, and affiliates, to the Client for damages for any and all causes whatsoever, and the Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Gunly. In no event shall Gunly be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the Services provided by Gunly, even if Gunly has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
16. INDEMNITY
16.1 Overview. This section transfers certain risks between the parties if a third party sues the Client, Gunly, or both.
16.2 Client Indemnity. Gunly agrees to indemnify the Client, its affiliates, directors, officers, employees, and agents from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work Gunly has performed under this Agreement; or (ii) a breach by Gunly of its obligations under the terms and conditions of this Agreement.
16.3 Gunly Indemnity. Client agrees to indemnify Gunly, its affiliates, directors, officers, employees, and agents from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Agreement.
17. SMS OPT-IN. By signing up via this Agreement, you agree to get text messages from Gunly related to appointment reminders, account notifications, customer support, new services and offers. Message frequency will vary, and message & data rates may apply. You may reply STOP to opt-out at any time or HELP for more information. Please also view Gunly’s Privacy Policy.
18. GENERAL
18.1 Governing Law. The laws of North Carolina govern this agreement and any disputes that may arise. North Carolina and the Federal Arbitration Act will govern all disputes arising out of or relating to the Agreement or Additional Terms, regardless of conflict of laws rules.
18.2 Modification; Waiver. To modify or make changes to this Agreement, the Client and Gunly must agree to such changes, in writing or via a consent checkbox showing such agreement. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so, in writing or via a consent checkbox with respect to such release.
18.3 Assignment. Gunly may assign this Agreement to any party at any time without notice to you. You may not assign your rights under this Agreement, by operation of law or otherwise, without our consent. Any attempts to do so without our consent will be void.
18.4 Notices. Over the course of this Agreement, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The timing of when a notice is received can be very important. A valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00 pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00 am on the next business day.
18.5 Severability. If any provision of this Agreement is unlawful, void, or unenforceable for any reason, then that provision will be severed, and the remaining provisions will remain in full force and effect.
18.6 Entire Agreement. This Agreement represents the parties’ final and complete understanding of this job and the subject matter discussed in this Agreement. This Agreement supersedes all other agreements (both written and oral) between the parties.
