Terms of Service

SECTION 1 — DEFINITIONS

For the purposes of these Terms of Service, the following definitions shall apply:

"Agreement" means these Terms of Service, together with any policies, guidelines, or supplemental terms incorporated herein by reference.

"Company," "GearShift," "we," "us," or "our" refers to GearShift and its officers, directors, employees, agents, successors, and assigns.

"Service" means the GearShift mobile and web application, including all features, functionalities, content, tools, and services made available therein, including but not limited to Convoy, Social, Marketplace, and real-time communication features.

"User," "you," or "your" refers to any individual or entity that accesses, browses, or uses the Service in any capacity.

"User Content" means any data, text, images, audio, video, listings, messages, or other materials submitted, posted, uploaded, transmitted, or otherwise made available by a User through the Service.

SECTION 2 — ELIGIBILITY

2.1 Minimum Age Requirement. Access to and use of the Service is strictly limited to individuals who are at least thirteen (13) years of age, or the minimum age required by applicable law in the User's jurisdiction of residence, whichever is greater. By accessing or using the Service, you represent and warrant that you satisfy this requirement.

2.2 Minors Under the Age of Eighteen. If you are under eighteen (18) years of age, you further represent and warrant that you have obtained the express consent of a parent or legal guardian to access and use the Service, and that such parent or guardian has reviewed and agreed to this Agreement on your behalf.

2.3 Capacity to Contract. By accessing or using the Service, you represent and warrant that you possess the legal capacity to enter into a binding agreement and that you are not barred from receiving or using the Service under any applicable law.

SECTION 3 — ACCOUNT REGISTRATION AND SECURITY

3.1 Account Creation. Access to certain features of the Service — including, without limitation, Convoy, Social, and Marketplace — requires the creation of a registered account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy.

3.2 Account Confidentiality. You are solely responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to notify GearShift immediately upon becoming aware of any unauthorized use of your account or any other breach of security. GearShift shall not be liable for any loss or damage arising from your failure to comply with this obligation.

3.3 Account Integrity. Accounts established using false, misleading, or fraudulent information are subject to immediate suspension or permanent termination at GearShift's sole discretion, without prior notice or liability.

3.4 Sole Use. You agree that your account is personal to you and may not be transferred, sold, or assigned to any third party without the prior written consent of GearShift.

SECTION 4 — ACCEPTABLE USE POLICY

4.1 Prohibited Conduct. As a condition of your access to and use of the Service, you agree that you shall not, directly or indirectly:

(a) Use the Service for any purpose that is unlawful, fraudulent, harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable under applicable law;

(b) Harass, intimidate, threaten, stalk, impersonate, or abuse any other User or third party through any feature of the Service, including but not limited to Convoy calls, messaging, or Marketplace listings;

(c) Attempt to gain unauthorized access to the Service, its servers, networks, or databases, or to circumvent, disable, or otherwise interfere with any security or access-control feature of the Service;

(d) Upload, transmit, or distribute any virus, worm, Trojan horse, malicious code, spyware, or any content that infringes upon the intellectual property rights of any third party;

(e) Engage in any form of automated data collection, scraping, crawling, or harvesting without GearShift's prior written consent;

(f) Use the Service to advertise or solicit the sale of goods or services outside of the designated Marketplace feature; or

(g) Facilitate or encourage any third party to engage in any of the foregoing prohibited activities.

4.2 Consequences of Violation. GearShift reserves the right, in its sole and absolute discretion, to investigate any suspected violation of this Section and to take such remedial action as it deems appropriate, including without limitation issuing warnings, suspending or permanently terminating accounts, and referring matters to law enforcement authorities.

SECTION 5 — USER CONTENT

5.1 Ownership. You retain all ownership rights in and to the User Content you submit, post, or upload to the Service. Nothing in this Agreement shall be construed to transfer ownership of your User Content to GearShift.

5.2 License Grant. By submitting User Content to the Service, you hereby grant GearShift a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, display, distribute, modify, and perform such User Content solely for the purposes of operating, providing, and improving the Service. This license shall survive any termination of your account to the extent necessary for GearShift to fulfill its legal and operational obligations.

5.3 Content Standards. You represent and warrant that your User Content: (i) does not infringe upon the intellectual property, privacy, or other rights of any third party; (ii) complies with all applicable laws and regulations; and (iii) does not violate GearShift's community guidelines as published from time to time.

5.4 Content Moderation. GearShift reserves the right, but assumes no obligation, to review, monitor, remove, or restrict access to any User Content that, in GearShift's sole judgment, violates this Agreement, applicable law, or community guidelines, without prior notice or liability to you.

SECTION 6 — CONVOY CALLS AND REAL-TIME COMMUNICATIONS

6.1 Communication Features. The Service provides real-time voice communication and text messaging capabilities for the purpose of convoy coordination and related activities.

6.2 Temporary Data Storage. You acknowledge and agree that communications conducted through the Service's real-time features may be temporarily stored by GearShift solely for purposes of content moderation, safety enforcement, and performance optimization. Such stored data shall be handled in accordance with GearShift's Privacy Policy.

6.3 Prohibited Communications. You expressly agree not to use any communication feature of the Service to: (i) harass, threaten, or abuse any other User; (ii) engage in or facilitate any illegal activity; (iii) transmit unsolicited commercial communications; or (iv) share sensitive, confidential, or personally identifiable information of any third party without their express consent.

6.4 No Liability for User Communications. GearShift expressly disclaims all responsibility and liability for the content of communications made by Users through the Service's real-time features. GearShift does not endorse, verify, or assume responsibility for any statements, representations, or conduct of Users during Convoy calls, messaging, or any other communication feature.

SECTION 7 — MARKETPLACE

7.1 Platform Role. The Marketplace feature of the Service facilitates peer-to-peer transactions between Users. GearShift acts solely as a platform intermediary and is not a party to any transaction conducted through the Marketplace.

7.2 No Warranties on Listings. GearShift makes no representation or warranty, express or implied, regarding the quality, safety, legality, accuracy, or availability of any item or service listed in the Marketplace. All transactions are conducted at the sole risk of the participating Users.

7.3 User Responsibility. All payment, delivery, returns, and dispute resolution obligations arising from Marketplace transactions are solely between the buyer and the seller. GearShift has no obligation to mediate, arbitrate, or otherwise intervene in any such disputes.

7.4 Legal Compliance. Users agree to comply with all applicable local, state, federal, and international laws in connection with any Marketplace transaction, including without limitation laws governing taxation, consumer protection, import/export, and the sale of regulated goods or services.

7.5 Listing Removal. GearShift reserves the right to remove, restrict, or suspend any Marketplace listing at its sole discretion, including without limitation listings that violate this Agreement, applicable law, or community guidelines, without prior notice or liability.

SECTION 8 — PAYMENTS AND FEES

8.1 Paid Features. GearShift may, at its discretion, introduce paid features, premium subscriptions, or other fee-based services. In the event such features are introduced, all applicable fees and payment terms will be disclosed in advance and incorporated into this Agreement or a supplemental agreement.

8.2 Third-Party Payment Processors. All payments shall be processed through third-party payment service providers, which may include Stripe, the Apple App Store, or Google Play. By initiating a payment, you agree to be bound by the terms and conditions of the applicable payment processor.

8.3 No Refunds. All fees paid in connection with the Service are final and non-refundable, except where a refund is expressly required by applicable consumer protection law. GearShift reserves the right to modify its pricing and fee structure at any time upon reasonable notice to Users.

SECTION 9 — INTELLECTUAL PROPERTY

9.1 GearShift's Proprietary Rights. All intellectual property rights in and to the Service, including without limitation its software, code, architecture, branding, trademarks, logos, interface design, graphics, and proprietary content (collectively, "GearShift IP"), are and shall remain the exclusive property of GearShift or its licensors. No right, title, or interest in or to the GearShift IP is transferred to you by virtue of your use of the Service.

9.2 Restrictions. You agree that you shall not, without GearShift's prior express written consent: (i) copy, reproduce, or distribute any GearShift IP; (ii) modify, adapt, translate, or create derivative works based on the GearShift IP; (iii) reverse-engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Service; or (iv) remove, obscure, or alter any proprietary notices or labels on the Service.

9.3 Limited License. Subject to your continued compliance with this Agreement, GearShift grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Service solely for its intended personal, non-commercial purposes.

SECTION 10 — SUSPENSION AND TERMINATION

10.1 Termination by GearShift. GearShift reserves the right, in its sole discretion, to suspend or permanently terminate your access to the Service, with or without prior notice, in the event that: (i) you violate any provision of this Agreement or applicable law; (ii) your conduct is determined to be harmful to the interests of GearShift, other Users, or the broader community; or (iii) you misuse any feature of the Service, including Convoy calls, messaging, or the Marketplace.

10.2 Termination by User. You may terminate your account at any time by submitting a written request to GearShift through the contact information provided within the Service. Termination of your account does not relieve you of any obligations or liabilities incurred prior to the date of termination.

10.3 Effect of Termination. Upon termination of your account for any reason: (i) your license to access and use the Service shall immediately cease; (ii) GearShift may, in its sole discretion, delete or retain your User Content in accordance with its Privacy Policy and applicable law; and (iii) any provisions of this Agreement that by their nature are intended to survive termination shall remain in full force and effect.

SECTION 11 — DISCLAIMER OF WARRANTIES

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GEARSHIFT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

GEARSHIFT DOES NOT WARRANT THAT: (I) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (II) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED; (III) THE SERVICE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OBTAINED THROUGH USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

SECTION 12 — LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GEARSHIFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF GEARSHIFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap on Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GEARSHIFT'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNTS YOU HAVE PAID TO GEARSHIFT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (II) ONE HUNDRED UNITED STATES DOLLARS (USD $100.00).

12.3 Essential Basis of the Bargain. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND GEARSHIFT. GEARSHIFT WOULD NOT PROVIDE THE SERVICE ON THE TERMS SET FORTH HEREIN ABSENT THESE LIMITATIONS.

SECTION 13 — INDEMNIFICATION

You agree to defend, indemnify, and hold harmless GearShift, its officers, directors, employees, agents, licensors, and service providers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use of or inability to use the Service; (ii) your User Content; (iii) your violation of this Agreement; (iv) your violation of any applicable law or regulation; or (v) your violation of the rights of any third party. GearShift reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate fully with GearShift in asserting any available defenses.

SECTION 14 — DISPUTE RESOLUTION AND ARBITRATION

14.1 Binding Arbitration. Except as otherwise provided herein, any dispute, claim, or controversy arising out of or relating to this Agreement or the Service — including questions regarding the existence, validity, or termination of this Agreement — shall be resolved exclusively through final and binding arbitration administered in the State of Delaware, in accordance with applicable arbitration rules. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

14.2 Waiver of Jury Trial. BY AGREEING TO ARBITRATION, YOU EXPRESSLY WAIVE YOUR RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE COVERED BY THIS SECTION.

14.3 Class Action Waiver. YOU FURTHER WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY.

14.4 Exceptions. Nothing in this Section shall limit either party's right to seek injunctive or other equitable relief from a court of competent jurisdiction where necessary to prevent irreparable harm pending the resolution of arbitration.

SECTION 15 — GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions. To the extent any dispute is not subject to mandatory arbitration under Section 14, each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of Delaware.

SECTION 16 — LAW ENFORCEMENT COOPERATION AND USER LIABILITY

16.1 Disclosure to Law Enforcement. GearShift may disclose User information to law enforcement authorities only to the extent required by a valid and lawfully issued subpoena, court order, search warrant, or other compulsory legal process issued by a governmental authority with jurisdiction over GearShift. GearShift does not voluntarily share User data with any law enforcement agency absent such legal compulsion.

16.2 User Accountability. GearShift expressly disclaims all responsibility and liability for the actions, statements, conduct, or content of Users, whether transmitted, uploaded, shared, or broadcast through the Service. Each User is solely and exclusively responsible for all content they post and all activities conducted through their account, and for any legal consequences arising therefrom.

SECTION 17 — MODIFICATIONS TO THIS AGREEMENT

GearShift reserves the right to amend, modify, or update this Agreement at any time in its sole discretion. In the event of any material modification, GearShift will provide notice to registered Users via in-application notification or the email address associated with their account, no less than fourteen (14) days prior to the effective date of such changes, unless immediate modification is required by law. Your continued access to or use of the Service following the effective date of any modification constitutes your binding acceptance of the revised Agreement. If you do not agree to any modification, you must immediately discontinue use of the Service and close your account.

SECTION 18 — GENERAL PROVISIONS

18.1 Entire Agreement. This Agreement constitutes the entire agreement between you and GearShift with respect to the subject matter hereof and supersedes all prior agreements, representations, warranties, and understandings of the parties.

18.2 Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

18.3 Waiver. GearShift's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision in the future.

18.4 Assignment. You may not assign or transfer any of your rights or obligations under this Agreement without GearShift's prior written consent. GearShift may freely assign this Agreement, in whole or in part, without restriction.

18.5 Notices. All legal notices to GearShift under this Agreement must be submitted in writing to GearShift's designated legal contact, as published within the Service.

18.6 Force Majeure. GearShift shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, cyberattack, governmental action, or failure of third-party infrastructure.