User Agreement last revised: March 31, 2014
Thank you for your interest in Gumroad. We built Gumroad to make it easier for creators like you to sell the things you make directly to your audience.
At Gumroad, we like to keep things as simple as possible. That can be a tall order when crafting terms for a service that deals with payments.
We have tried our best to make this User Agreement as straightforward as Gumroad itself. If you have any questions or comments on how we can make this agreement even more accessible, please contact us.
1. About this agreement
This Gumroad Terms of Service and User Agreement (the Agreement) constitutes a legally binding agreement between Gumroad, Inc., a Delaware corporation (Gumroad) and you (you or your) and governs your access to and use of the ecommerce platform provided by Gumroad (the Platform) to purchase or sell certain electronic goods (Digital Goods) and related physical products (Products) with third party users of the Platform (both sellers and purchases, Users).
By creating an account or making a purchase on Gumroad, you agree to the terms and conditions of this agreement. And, as part of your registration with Gumroad, you agree and consent to be bound by the terms and conditions of this agreement, including any changes to this agreement or additional policies incorporated by reference which Gumroad may make in its sole discretion in the future, for as long as you use the platform or Gumroad services (as defined below).
2. Account Registration
To use the platform, you need to register for an account (Account). You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy. You are responsible for all activities that occur under your account or password, if any, and you agree you will not sell, transfer or assign your subscription or any subscriber rights. You are responsible for maintaining the confidentiality of your password. Gumroad reserves the right to terminate your Account or otherwise deny you access in its sole discretion without notice and without liability.
3. Gumroad Vendor and Gumroad Seller Services
After registering an Account, Gumroad will provide you access to the Gumroad Vendor Service.
The Gumroad Vendor Service provides you with a landing page to promote, market or advertise (Promote) Digital Goods via the Platform and sell, distribute or provide (Deliver) Digital Goods to third party purchasers (each a Buyer).
The Gumroad Seller Service is available to Users who sell more than $50,000 of Digital Goods each year, or sell physical Products. The Gumroad Seller service is only available to Users who reside in the United States, or are taxable U.S. entities. Gumroad Seller provides you with a landing page to Promote your Product(s) to Buyers. In order to sell Products via the Gumroad Seller service, Gumroad may require additional information from you. By providing this information, you grant Gumroad the right to create a Submerchant account between yourself and Gumroad's preferred payment processor, Wells Fargo, or another Gumroad payment processor. All Submerchant accounts are subject to approval by the Processor.
At any time, and at its sole discretion, Gumroad reserves the right to ask for additional information to enroll you in the Gumroad Seller Service, or to terminate your access to the Gumroad Vendor Service or Gumroad Seller Service. Gumroad also reserves the right to withhold your current balance until you have provided information necessary to enroll you in the Gumroad Seller Service.
Once Gumroad pays the Wholesale Price (see Fees) for a Digital Good, Gumroad takes legal custody of the Digital Good sold to Buyers, and delivers the Digital Good to the Buyer. However, with respect to Physical Products, Gumroad does not take ownership of the Product, nor does Gumroad transfer legal ownership from you to the Buyer. You are responsible for fulfilling and delivering all Products to Buyers in a timely manner.
All Products (and Digital Goods to the extent such Digital Goods are deemed to be "goods," as defined in California Commercial Code § 2105) are subject to California Commercial Code §2401 (2) and Uniform Commercial Code §2401(2) with respect to the transfer of ownership of goods between the Buyer and you, unless the Buyer and you agree otherwise.
4. Fees and Balance Redemption
Digital Goods have both a retail and wholesale price. You list the retail price for your Digital Good. At the time of purchase by a Buyer, Gumroad purchases the Digital Good from you at a wholesale price and immediately resells the Digital Good to the customer for that retail price. The difference between the wholesale price and the retail price is the fee you pay for using the Platform (Margin). Typically, the Margin is 5% of the retail price plus $0.25 per transaction, although Gumroad reserves the right to offer optional special promotional Margin rates.
With respect to Products, Gumroad charges a fee for each sale conducted via the Platform (the Fees) that is equal to 5% of the cost of the Product plus twenty-five cents. In addition to the Margin or Fees, you are responsible for paying all fees and applicable taxes associated with the sale of physical Products (the Taxes).
Gumroad Vendor accounts with a balance exceeding $10 are eligible to redeem their account balance through a payment once per two-week period for all sales up to a week before the payment date. Pay periods end at 12am Pacific time every other Friday. You can view your next scheduled payment on your balance page. Deposits may take 1-2 business days to reach your account. In exceptional cases, payments may be temporarily delayed or withheld by the Gumroad risk team as described in Section 7.
Gumroad Seller Accounts with a balance exceeding $10 are eligible to redeem their account balance through a weekly payment for all sales up to a week before the payout date. Pay period ends at 12am Pacific time every Friday. You can view your next scheduled payment on your balance page. Deposits may take 1-2 business days to reach your account. In exceptional cases, payments may be temporarily delayed or withheld by the Gumroad risk team as described in Section 7.
If you choose to list a retail price in a currency other than U.S. Dollar, an exchange rate will be used to convert the purchase amount to U.S. dollars. Any transactions will settle in U.S. dollars, and your Gumroad balance will be denominated in U.S. dollars.
U.S. based Gumroad Seller Accounts are required to have a taxpayer ID number of some kind linked to their account (at the minimum, a social security number). Gumroad encourages U.S.-based Gumroad Sellers to obtain an IRS issued Employer Identification Number (EIN). If you do not have one already, you may create one for free with the IRS EIN Assistant. If you are utilizing a U.S. address, but are a beneficial resident of foreign country, you will be asked to email our support team with a completed IRS W-8BEN.
5. Use of the Platform
When you use the Platform, you assent that:
- you will not make any unlicensed or unauthorized use of, or otherwise infringe violate or misappropriate, any patent, copyright, trademark, trade secret, right of privacy, right of publicity, or other intellectual property or proprietary right (collectively IP Rights) of any entity or individual
- you will not Promote or Deliver any Digital Good or Product that promotes violence, sexually explicit materials, illegal content, illegal activities, alcohol, tobacco, pseudo-pharmaceutical, prescription drugs, or discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age
- you will not Promote Products or services to children under the age of thirteen (13)
- you will not defame any person
- you will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers
- you will not in any way copy the "look and feel" of any third party website, or otherwise imply that the Promotion is in fact a third party website
- you will not violate any laws, third party rights, or our policies
- you will deliver all Products sold by you in a timely manner
- you will not attempt to circumvent or manipulate the billing process, or Fees or Margin owed to Gumroad
- you will not distribute or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or engage in any other activity that may harm the interests or property of other Users or Buyers
- you will not distribute viruses or any other technologies that may harm Gumroad or the interests or property of other Users or Buyers
- all communications and/or representations made by you in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures and disclaimers necessary to prevent such Promotions from being false or deceptive and otherwise comply with your country's laws and U.S. federal and state laws, including U.S. Federal Trade Commission regulations, policies and guidelines governing advertising, disclosure and consumer protection
- you will provide valid email address(es) to which Buyers or Gumroad can send inquiries and receive replies by the end of the following business day
- you will notify Gumroad of any regulatory or legal complaints, or threats of such complaints, that you receive in connection with or in relation to a Product or Digital Good within two days of your receipt of such complaint
- you shall assist Gumroad, at your sole cost and expense, in taking any necessary or appropriate actions reasonably requested by Gumroad to respond to and/or resolve such complaints
- your Digital Goods and Products do not violate Card Network rules, consist of anything prohibited by our payment partners, and are not present in our list of Prohibited Products and Activities.
Violating any of these terms, or attempting to offer any of the prohibited products may result in the immediate suspension or termination of your Account and the forfeiture of your Gumroad balance. You may be further liable for the amount of any refunds paid by Gumroad to the affected Buyers.
Gumroad will, in its sole and absolute discretion, allow for the return or replacement of any Digital Good or Product purchased using our services within 60 days from the date of purchase for any of the following reasons:
- if the customer requests a return with 60 days of purchase because the Product or Digital Good is a Prohibited Product
- if the customer provides a valid report that the charge was fraudulent or unauthorized
- in order to comply with credit card industry rules, ACH industry rules, PayPal terms of service, U.S. law, and requests from verified U.S. judiciary or law enforcement agents
- for any other reason Gumroad deems appropriate and fair
When a product is returned, the customer generally receives a full refund. Payouts from that sale are debited from your account balance. Due to the nature of Digital Goods, the customer may retain a copy of the Digital Good, and in many cases, has received a benefit from the Digital Good prior to the return. In such cases, we may issue a refund for less than the full purchase price. You may not require Buyers to agree to any terms that reduce or limit Gumroad's return policy.
Buyers requesting serial or repeated returns may be blocked from making further purchases using the Platform.
7. Availability of Services, Suspension and Termination
Subject to the terms and conditions of this Agreement and Gumroad's policies and procedures, Gumroad shall use commercially reasonable efforts to provide the Gumroad Services in a manner that will not disrupt your business. You acknowledge and agree that from time-to-time the Gumroad Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that Gumroad may undertake from time to time; or (iii) causes beyond the reasonable control of Gumroad or that are reasonably unforeseeable by Gumroad, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that Gumroad is not liable for these periodic interruptions in availability of the Gumroad Services and further acknowledge that Gumroad does not guarantee access to the Gumroad Services on a continuous and uninterrupted basis.
Gumroad may decline, delist or halt sales or Promotion of any Product or Digital Good, close an Account, and/or suspend or terminate the Gumroad Services at any time, in its sole discretion, without cause or notice to you or any penalty or liability for doing so.
Gumroad, in its sole discretion, may suspend or terminate your Account(s), or retain any or all funds in your Gumroad account, if Gumroad suspects or has reason to believe and/or if a person otherwise claims that you have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to Gumroad at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event you breach any term of this Agreement, or your Account becomes dormant and/or has a negative balance, Gumroad will have the right to immediately suspend or terminate your Account and your rights to access, use and/or otherwise participate in the Gumroad Services. Upon such termination, you agree to immediately cease all use of the Gumroad Services. Without limiting the foregoing, Gumroad shall have the right to immediately terminate your access and use of the Gumroad Services, or any portion thereof, in the event of any conduct that Gumroad, in its sole discretion, considers to be unacceptable. Following suspension or termination of an Account or retaining of funds pursuant to this Section, Gumroad will review your Account in a manner determined by Gumroad in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, you agree that Gumroad may retain funds in your Gumroad account as liquidated damages and/or for the benefit of Gumroad or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (i) are not a penalty, and (ii) are reasonable and not disproportionate to such presumed damages to Gumroad.
Gumroad may temporarily withhold any portion of the funds in your Account if Gumroad, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness you may have incurred with Gumroad or any Buyer If you maintain a refund rate in excess of 15%, you agree that we may retain an amount equal to 25% of your current balance for 90 days on a rolling basis to cover the cost of refunds. If you maintain a refund rate significantly above this amount, your Account may be subject to additional fees.
If you send, or cause to be sent any emails in connection with the direct or indirect Promotion or sale of any Product or Digital Good, then you agree, acknowledge, represent and warrant that all such emails shall be in compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act and the Children's Online Privacy Protection Act.
You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine, or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
You may not, directly or indirectly, send, initiate or procure the sending of any text message to Promote or sell Products or Digital Goods unless you have received prior written approval from the owner of each device to which such message is sent. If you receive such approval and you send, or cause to be sent, any text messages or use or procure telemarketing activities in connection with the direct or indirect Promotion or sale of any Product and/or your use of the Gumroad Services, then you represent and warrant that all such text messages or calls will be in full-compliance with all applicable federal and state laws and regulations that apply to sending electronic messages and using telemarketing activities, including without limitation regulations issued by the FTC, the Federal Communications Commission, the Telephone Consumer Protection Act and state laws regarding anti-spam, text messages and Do-Not-Call Registries.
9. Gumroad's IP Rights
Except as set forth in Section 8 above, you may not use Gumroad's name, trademarks, service marks or any other IP Right of Gumroad in any manner whatsoever to suggest association or affiliation with or endorsement by Gumroad without the express prior written consent of Gumroad, which Gumroad may withhold at its sole discretion.
Subject to the following terms and conditions, during the term of this Agreement Gumroad grants you a limited, revocable license to use Gumroad's name: (i) as a watermark, Internet search engine description, keyword, search term or seeding element with any Internet search engines or keyword-triggered advertising programs; (ii) in metatags or hidden text, in each case solely for the purpose of driving traffic to the Platform to promote your Digital Good or Product. Gumroad may revoke the foregoing license and/or provide restrictions upon your use of Gumroad's name, including requiring the use of such disclaimers as Gumroad may provide, in connection with your use of Gumroad's name, at anytime and for any reason in Gumroad's sole discretion.
Notwithstanding the limited revocable license set forth in Section 8 above, as between the parties, Gumroad shall be and remain the sole owner of all right, title and interest in and to the Gumroad Services (including, without limitation, all IP Rights therein) and any other IP Rights, materials or other properties owned, licensed or controlled by Gumroad, and you hereby assign to Gumroad all right, title and interest you may be deemed to have therein. All rights not specifically granted to you under this Agreement are expressly reserved by Gumroad.
10. Confidentiality and Non-disclosure obligations
In connection with this Agreement, Gumroad may disclose to you and/or you may otherwise receive or have access to sensitive, confidential, and/or proprietary information of Gumroad (collectively, “Confidential Information”). Except as required to perform your obligations under and in accordance with the terms of this Agreement, you shall not disclose or use the Confidential Information, without the express prior written consent of Gumroad. You may not use any Confidential Information for the purpose of soliciting, or to permit others to solicit, Gumroad users to subscribe to any other services or promote the sale of any products that compete, either directly or indirectly, with Gumroad or the Gumroad Services, including without limitation the functionality offered by the Platform. You agree and acknowledge that Gumroad may be required to provide to governmental agencies or other third parties information in its possession regarding you or the business you conduct with Gumroad.
11. Export Control
You acknowledge and agree to comply with all applicable export laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product or Digital Good Promoted, offered and/or provided by you via the Gumroad Services is approved for export from the United States without additional authorization or licensing from the U.S. government. Should the export authorization status of your Products or Digital Goods change, you must immediately notify Gumroad in writing. Information on U.S. export control regulations can be found on the Commerce Department's website, the State Department's website and the U.S. Treasury Department's website.
12. Required Permits
It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of your business.
In the event a third party makes any demand or complaint, or commences any action or files any claim whatsoever (Claim) in connection with your use of the Gumroad Services, the Platform, your Products, Digital Goods, or Promotions, you shall defend, indemnify and hold harmless Gumroad, its related parties and affiliates, and its officers, directors, employees, representatives, agents, licensors, attorneys, heirs, successors, and assignees (Gumroad Parties), from and against any and all damages, liabilities, claims or costs (including the costs of investigation, defense, reasonable attorneys' fees and costs) (Losses) incurred by any Gumroad Party as a result of such Claim, regardless of whether such Losses are direct, incidental, consequential, punitive or statutory.
Upon receiving notice of a Claim for which Gumroad is entitled to indemnification by you, Gumroad shall provide you with written notification and the opportunity to assume sole control over the defense or settlement of the Claim and reasonable assistance to settle and/or defend the Claim at your sole expense; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by Gumroad will require Gumroad's prior written consent; (ii) the failure to provide timely notice, control, or assistance shall not relieve you of your indemnification obligations; and (iii) Gumroad may have its own counsel present at and participating in all proceedings or negotiations relating to a Claim, at Gumroad's own expense, unless you fail or refuse to secure legal counsel to defend any Claim in a timely manner, in which case you shall pay all expenses related to Gumroad's use of such counsel.
In the event that Gumroad incurs costs, attorneys' fees or other expenses responding to any complaint other than a Claim, in connection with or in relation to your Products or Promotions, including copyright infringement complaints under the DMCA, Gumroad reserves the right, in its sole discretion, to recover such costs and expenses by deducting a reasonable, commensurate amount from any monies owed to you by Gumroad up to a maximum of ten thousand dollars ($10,000) per event. In the event that Gumroad incurs any Losses relating to your violation of Gumroad's Email/Text Message/Telemarketing policy, as set forth in Section 7 above, Gumroad reserves the right, in its sole discretion, first to recover such Losses by deducting a reasonable, commensurate amount from any monies owed to you by Gumroad up to a maximum of twenty thousand dollars ($20,000) per event. You understand and agree that the remedies set forth above are not exhaustive and that Gumroad retains all rights to indemnification described herein. You authorize Gumroad to make, and release Gumroad from any liability in connection with, any such deductions.
14. Limitation of Liability
In no event shall any Gumroad party, or its heirs, successors and assigns, be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever arising out of, resulting from, or in connection with this agreement and/or any (a) use of or inability to use the Gumroad services or platform, (b) personal injury, property damage, or losses of any kind, resulting from your access to and/or use of the Gumroad services or platform, (c) unauthorized access to or use of any and all personal information and/or financial information stored therein, (d) interruption or cessation of transmission to or from the Gumroad services or platform, and/or (e) bugs, viruses, trojan horses, or the like, which may be transmitted to or through the Gumroad services or platform, whether or not Gumroad is advised of the possibility of such damages. Notwithstanding anything herein to the contrary, the maximum cumulative and aggregate liability of Gumroad for all costs, losses or damages from claims arising under or related in any way to this agreement, whether in contract, tort or otherwise, shall not exceed an amount equal to the total amounts due and payable by Gumroad to you under this agreement for the month immediately preceding the date upon which such damages accrue. The limitation of liability herein is a fundamental element of the basis of the bargain and reflects a fair allocation of risk. The Gumroad services, platform, and any services or information offered through or in association with the Gumroad services or platform, would not be provided without such limitations and you agree that the limitations of liability and disclaimers specified herein will survive and apply even if found to have failed of their essential purpose. Because some jurisdictions do not allow the exclusion or limitation of certain categories of damages, in such jurisdictions, you agree that the liability of Gumroad shall be limited to the fullest extent permitted by such jurisdiction.
15. No Guarantee of Validity
Gumroad does not endorse, approve, or certify any information provided on or through the Gumroad Services or Platform, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Gumroad Services or Platform may or may not be current as of the date of your access, and Gumroad has no duty to update and maintain such information. Additionally, the information provided on or through the Gumroad Services or Platform may be changed periodically without prior notice. All content provided on or through the Gumroad Services and Platform is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness. If you have a dispute with one or more Users, including any User that has purchased items from you as a Purchaser or any user from whom you have purchased a Digital Good or Product, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You assume all risk and responsibility for your decision to use the Gumroad services and platform. The Gumroad services and platform and all related services are offered "as is" and Gumroad disclaims any express or implied warranties including, without limitation, any warranties of merchantability, fitness for a particular purpose, and non-infringement. Neither Gumroad nor its related parties and affiliates endorse or are responsible for the accuracy or reliability of any information, fact or opinion provided on or through the Gumroad services and platform.
17. No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
18. Legal Disputes
If a dispute arises between you and Gumroad, our goal is to provide you with a neutral and cost-effective means of resolving the dispute quickly. Accordingly, you and Gumroad agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly by email at firstname.lastname@example.org to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
This Agreement shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Gumroad must be resolved exclusively by a state or federal court located in San Francisco County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within San Francisco County, California for the purpose of litigating all such claims or disputes.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction
All claims you bring against Gumroad must be resolved in accordance with this Legal Disputes Section. All claims filed or brought contrary to the Legal Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Legal Disputes Section, Gumroad may recover attorneys' fees and costs up to $1000, provided that Gumroad has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
19. Digital Millennium Copyright Act Notice
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible on this Website, please notify Gumroad’s copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 (DMCA). For your complaint to be valid under the DMCA, you must provide the following information in writing:
- a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is alleged to have been infringed
- a description of the copyrighted work(s that you claim have been infringed and identification of what content in such work(s) is claimed to be infringing and which you request to be removed or access to which is to be disabled
- a description of where the content that you claim is infringing is located on the Platform
- information sufficient to permit Gumroad to contact you, such as your physical address, telephone number, and e-mail address
- a statement by you that you have a good faith belief that the use of the content identified in your notice in the manner complained of is not authorized by the copyright owner, its agent, or the law
- and a statement by you that that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf
The above information must be submitted to the following DMCA Agent:
1640 17th Street
Only DMCA notices mailed to the address above or emailed to email@example.com will be accepted. All other inquiries or requests will be discarded.
Upon receiving your complaint, Gumroad may remove content that you believe infringes its copyright. In addition, Gumroad may terminate the account of the member who appears to be infringing your intellectual property rights.
20. General Terms and Conditions
Gumroad Inc. is located at 1640 17th Street, San Francisco, CA 94103. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement in accordance with the Notices Section. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
We may amend this Agreement at any time by posting the amended terms on this site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. Additionally, we will notify you through the Gumroad Message Center. This Agreement may not be otherwise amended except in a writing hand signed by you and us. For purposes of this provision, a “writing” does not include an email message and a signature does not include an electronic signature.
This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content, Liability, Indemnity and Legal Disputes.
In accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210
21. English is Governing Language
This Agreement is in English and all disputes between the parties shall be resolved in English. You understand and acknowledge that any foreign language services provided by Gumroad are for informational purposes only and it is your obligation to obtain independent legal advice at your own expense to ensure you understand the terms of this Agreement.
Gumroad may freely assign or transfer any or all of the rights and obligations described in this Agreement. You may not assign this Agreement or any of your rights and duties hereunder without the prior written consent of Gumroad. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
If any provision of this Agreement is determined by a court to be unenforceable or invalid, the validity of the remaining parts, terms or provisions shall not be affected by that determination, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.
You may not issue or make any publicity release (including press releases and advertising or solicitation materials) or other public statement: (i) relating to this Agreement; (ii) using Gumroad's name or referencing the Gumroad Services; or (iii) suggesting or implying any endorsement by Gumroad of you and/or any Digital Goods or Products without the prior written approval of Gumroad, which Gumroad may withhold in its sole discretion.
25. Entire Agreement and Amendment
This Agreement constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter. Gumroad reserves the right to amend this Agreement at any time. When Gumroad amends this Agreement, Gumroad shall make reasonable efforts to provide you with general, not specific, notice of such changes by posting a conspicuous announcement at http://www.gumroad.com that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Gumroad Services, following the posting of such amendment will signify and be deemed your assent to and acceptance of the revised agreement. You agree that you have the burden to review periodically http://www.gumroad.com to inform yourself of any such changes.
The waiver or failure by Gumroad to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Gumroad set forth in this Agreement are cumulative and are in addition to any rights or remedies Gumroad may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.
27. Equitable Actions
You acknowledge and agree that any breach or threatened breach of this Agreement may cause immediate and irreparable harm to Gumroad which would not be adequately compensated by monetary damages and that Gumroad may seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Delaware or any other court of competent jurisdiction anywhere in the world (at Gumroad's sole discretion), and, you hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.
28. Force Majeure
Neither you nor Gumroad shall be responsible for delays or failures in performance resulting from acts of God, strikes, lockouts, riots, acts of war and terrorism, embargoes, boycotts, changes in governmental regulations, epidemics, fire, communication line failures, power failures, earthquakes, other disasters or any other reason where failure to perform is beyond the control of, and not caused by, the non-performing party.
Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (a) actual receipt, irrespective of the method of delivery; (b) the time of transmission from Gumroad if sent via email, as date stamped by Gumroad's systems; (c) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (d) on the sixth (6th) day after mailing by registered or certified United States mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.
The section headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Agreement. Any graphics provided in connection with this Agreement are for illustration purposes only and do not constitute part of the Agreement and changing a graphic does not qualify as a change to this Agreement. The list of Prohibited Products and Activities is separately maintained, and updates to that list will not qualify as a change to this Agreement.