User Terms of Service
Updated as of: August 12, 2021
1. ACCEPTANCE OF TERMS
Fair People for People, Inc. (“Grata”) provides technology-enabled services,including the Software as a Service offering branded as Grata, the website at http://gratapro.com, any Mobile Apps (as defined below), and other related software, content, and services, including all versions and upgrades there to (collectively, the“Services). Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (“TOS”). Grata may, at its discretion, update this TOS at any time. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Grata.
PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.
THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OFTHE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 13 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
Your present and warrant that you: (a) are of legal age to form a bindingcontract; (b) have the right, authority, and capacity to agree to and abide by this TOS; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERSUNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTINGANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.
2. RIGHTS
(a)Grant. Subject to and conditioned on your compliance with this TOS, Grata hereby grants you a personal, non-exclusive, non-transferable,non-sublicensable, revocable license solely to use the Services only for your personal, non-commercial use. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted byGrata.
(b)Mobile Apps. Grata may make available mobile software applications foraccess to and use of certain components of the Services (collectively, “MobileApps”). Your access to and use of Mobile Apps is subject to and governed by this TOS. If any Mobile App is downloaded by you from the iTunes App Store(each, an “iOS Mobile App”), your use of such iOS Mobile App is further subject to your compliance in all material respects with the terms and conditions ofthe Usage Rules set forth in the iTunes App Store Terms of Service. If anyMobile App is downloaded by you from the Google Play App Store (each, an“Android Mobile App”), your use of such Android Mobile App is further subjectto your compliance in all material respects with the terms and conditions ofthe Usage Rules set forth in the Google Play App Store Terms of Service. ThisTOS is between you and Grata only, and not with Apple Inc. (“Apple”), Google,LLC (“Google”), or any other app store provider, and neither Apple nor Google are responsible for iOS Mobile Apps and Android Mobile Apps, as applicable, andthe contents thereof; however, Apple and Apple’s subsidiaries and Google and Google subsidiaries are third-party beneficiaries of this TOS with respect to iOS Mobile Apps and Android Mobile Apps.
(c)Trademarks. You may not use the Grata or Gratapro names, brands,trademarks, service marks and logos that Grata makes available on the Services(“Marks”). Grata claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, orservice or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Grata. You will not otherwise use business names or logos in a manner that canmislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to Grata’s benefit.
3. PRIVACY POLICY
Inaddition to this TOS, the CLIENT Privacy Policy at http://https://gratapro.com/privacy-policy/ (“Privacy Policy”) applies to how Grata may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, Grata may receive certain information about you, including personal data, as set forth in the PrivacyPolicy, and Grata may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.
4. PROPRIETARY RIGHTS
(a)You grant Grata and its service providers a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable licenseto use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made all content (in anyform and any medium, whether now known or later developed) that you provide inconnection with the Services. You acknowledge and agree that the technical processing and transmission of data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii)modifications to conform, connect, and adapt to technical requirements ofnetworks or devices.
(b)The Services provided to you here under or available to you through the Services are licensed, not sold, and Grata retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and Grata, Grata and its licensors owns all rights, title and interest (including allintellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Grata reserves all rights not expressly granted to you in this TOS.
(c)You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify Grata immediately of any unauthorized use of your account or password orany other similar breach of security. If your account remains inactive for three months or longer, Grata reserves the right to suspend orterminate your account, with or without notice to you, and delete your contentall without liability.
5. USER CONDUCT AND RESTRICTIONS
(a)In your use of the Services, you will comply with all posted user guidelines and policies on the Services, including, but not limited to, the User Guidelines.
(b)In your use of the Services, you will not:
(i)use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, transfer or otherwise grant rights to the Services, except as expressly permitted under this TOS;
(ii)reverse engineer, disassemble, decompile, translate, or otherwise attempt to derive trade secrets, algorithms, or the source code, architectural framework, or data records, within or associated with the Services;
(iii) interfere with or disrupt the integrity or performance of the Services,including by disrupting the ability of any other person to use or enjoy the Services;
(iv)provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any otherserver, or wireless or Internet-based device;
(v) access the Services for the purpose of developing, marketing, selling ordistributing any product or service that competes with or includes features substantially similar to the Services;
(vi) violate any applicable local, state, provincial, federal or internationallaw or regulation, or use the Services for any illegal, unauthorized or otherwise improper purposes, including to store or transmit malicious code, or to store or transmit material in violation of third-party privacy rights;
(vii) remove or obscure any proprietary notice that appears within the Services;
(viii) impersonate any person or entity, including Grata personnel, or falsely state or otherwise misrepresent your affiliation with Grata, or any other entity or person;
(ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
(x) take any action that imposes an unreasonable or disproportionately heavy load on the Services or its infrastructure; or
(xi) use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.
(c) You will not: upload, post, email, store, transmit, or otherwise make available any content that:
(i) is illegal, harmful, threatening, abusive, harassing, tortious,defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful,or otherwise objectionable;
(ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as partof an employment relationship or under a non-disclosure agreement);
(iii) infringes any patent, trademark, trade secret,copyright, or other proprietary right of any party;
(iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
(v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
(vi)contains infringing, libelous, or otherwise unlawful or tortious material; or
(vii) consists of information that you know or have reason to know is false or inaccurate.
(d) Grata’s failure to enforce any of these restrictions or guidelines shalln ot act as a waiver for any future enforcement, will not be considered a breach of this TOS by Grata, and does not create a private right of action for anyother party.
6. FEES AND TAXES
(a) Fees. Customer shall pay all agreed upon fees for the Services as set forth in any order confirmation page (“Fees”) in accordance with terms set forth herein and any additional terms set forth on the Services. You hereby authorize Grata to charge your credit card on file for all Fees thathave become due and payable.
(b) Taxes. Unless otherwise noted, Services sold by Grata are subject to state and local sales tax in accordance with applicable laws. Grata may not collect sales or use taxes in all states. For states imposing sales or use taxes, your purchase is subject to use tax unless it is specifically exempt from taxation. Your purchase is not exempt merely because it is made over the Internet or by other remote means. Many states require purchasers to file a sales/use tax return at the end of the year reporting all of the taxable purchasesthat were not taxed and to pay tax on those purchases. Details of how to filethese returns may be found at the websites of your respective taxing authorities. The sales tax indicated on the checkout page is an estimate. The sales tax ultimately charged to your credit card will be calculated whenyour credit card charge is authorized and will reflect applicable state and local taxes.
7. FEEDBACK
If you elect to provide or make available to Grata any suggestions, comments, ideas, improvements or other feedback relating to the Services (“Feedback”), Grata shall own and be free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in your Feedback in any formand any medium (whether now known or later developed), without credit or compensation to you.
8. DEALINGS WITH ADVERTISERS AND OTHER THIRD PARTIES
The Services may include or provide access to third party products, services, content, or offerings, including advertising for such (“Third Party Services”). You acknowledge that different terms of use and privacy policies may apply to your use of such Third Party Services and that terms and policies are solely between you and the advertiser or other third party. You agree that Grata does not endorse and is not responsible or liable for any issues related to Third Party Services.
9. SMS/MMS MOBILE MESSAGE MARKETINGPROGRAM TERMS AND CONDITIONS
Gratais offering a mobile messaging program (the “Program”), which you agree to use and participate in subject to these Mobile Messaging Terms and Conditions and Privacy Policy. By opting in to or by participating in any of our Programs, you accept and agree to these terms and conditions, including, without limitation, your agreement to resolve any disputes with us through binding, individual-onlyarbitration, as detailed in the “Dispute Resolution” section below. This Agreementis limited to the Program and is not intended to modify other Terms and Conditions or Privacy Policy that may govern the relationship between you and Grata in other contexts.
User Opt In: The Program allows Users to receive SMS/MMS mobile messages by affirmatively opting into the Program, such as through online or application-based enrollment forms, or by conditions set forth at time of using the Service. Regardless of the opt-in or opt-out method you utilized to join the Program, you agree that this Agreement applies to your participation in the Program. By participating in the Program, you agree to receive autodialed or prerecorded marketing mobile messages at the phone number associated with your opt-in, and you understand that consent is not required to use our Platform. While you consent to receive messages sent using an autodialer, the foregoing shall not be interpreted to suggest or imply that any or all of Our mobilemessages are sent using an automatic telephone dialing system (“ATDS” or “autodialer”). Message and data rates may apply.
User Opt Out: If you do not wish to continue participating in the Program or no longer agree to this Agreement, you agree to reply STOP to any mobile message from Us in order to opt out of the Program. You may receive an additional mobile message confirming your decision to opt out. You understand and agree that the foregoing options are the only reasonable methods of opting out. You also understand and agree that any other method of optingout, including, but not limited to, texting words other than those set forthabove or verbally requesting one of our employees to remove you from our list,is not a reasonable means of opting out.
Duty to Notify and Indemnify: If at any time you intend to stop using the mobile telephone number that has been used to subscribe to the Program, including canceling your service plan or selling or transferring the phone number to another party, you agree that you will complete the User Opt Out process set forth above prior to ending your use of the mobile telephone number. You understand and agree that your agreement to do so is a materialpart of these terms and conditions. You further agree that, if you discontinue the use of your mobile telephone number without notifying Us of such change, you agree that you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Us, or any party that assists in the delivery of the mobile messages, as a result of claims brought by individual(s) who are later assigned that mobile telephone number. This duty and agreement shall survive any cancellation or termination of your agreement to participate in any of our Programs.
YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THERE UNDER RESULTING FROM US ATTEMPTING TO CONTACT YOU AT THE MOBILE TELEPHONE NUMBER YOU PROVIDED.
Program Description: Without limiting the scope of the Program, users that opt into the Program can expect to receive messages concerning the marketing and sale of digital services.
Cost and Frequency: Message and data rates may apply. The Program involves recurring mobile messages, and additional mobile messages may be sent periodically based on your interaction with Us.
Support Instructions: For support regarding the Program, text “HELP” to the number you received messages from or email us atsupport@gratapro.com. Please note that the use of this email addressis not an acceptable method of opting out of the program. Opt outs must be submitted in accordance with the procedures set forth above.
MMS Disclosure: The Program will send SMS TMs (terminating messages) if your mobile device does not support MMS messaging.
Our Disclaimer of Warranty: The Program is offered on an “as-is” basis and may not be available in all areas at all times and may not continue to work in the event of product, software, coverage or other changes made by your wireless carrier. We will not be liable for any delays or failures in the receipt of any mobile messages connected with this Program. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Our control.
Participant Requirements: You must have a wireless device of your own, capable of two-way messaging, be using a participating wireless carrier, and be a wireless service subscriber with text messaging service. Not all cellular phone providers carry the necessary service to participate. Check your phone capabilities for specific text messaging instructions.
Age Restriction: You may not use of engage with the Platform if you are under thirteen (13) years of age. If you use or engage with the Platform and are between the ages of thirteen (13) and eighteen (18) years of age, you must have your parent’s or legal guardian’spermission to do so. By using or engaging with the Platform, youacknowledge and agree that you are not under the age of thirteen (13) years, are between the ages of thirteen (13) and eighteen (18) and have your parent’s or legal guardian’s permission to use or engage with the Platform, or are of adult age in your jurisdiction. By using or engaging with the Platform, you also acknowledge and agree that you are permitted by your jurisdiction’s Applicable Law to use and/or engage with the Platform.
Prohibited Content: You acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:
– Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
– Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;
– Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;
– Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;
– Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economicand Clinical Health Act (“HITEC” Act); and
– Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.
10. INDEMNIFICATION
You shall indemnify and hold Grata and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Grata Parties”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third party claim, demand, or action due to (a) content youprovide to Grata; (b) your violation of this TOS, any law or regulation, or anyrights (including intellectual property rights) of another party; or (c) youruse of the Services, except as expressly permitted in this TOS.
11. DISCLAIMER OF WARRANTIES
(a) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDEDON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRATA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
(b) GRATA PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
(c) ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.
(d) THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
12. LIMITATION OF LIABILITY
(a) GRATA PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF GRATA PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL GRATA PARTIES’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THIS TOS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS ORUSE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO GRATA FOR ACCESSTO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.
(b) THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED,BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13. SUSPENSION AND TERMINATION
(a) Either party may terminate this TOS at any time.
(b) If you violate this TOS, Grata may, with or without notice to you, immediately suspend or terminate your access and use of the Services.
(c) Grata reserves the right at any time to modify, suspend, or discontinue the Services (or anyportion thereof) with or without notice, and Grata shall not be liable to youor any third party for any such modification or discontinuance;
(d) Upon termination of this TOS for any reason: (i) Grata, in its sole discretion, may remove and discard your content and information; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination. Further, you agree that that Grata shall not be liable to you or any third party for any termination of your account or access to the Services.
14. GOVERNING LAW
This TOS shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for theInternational Sale of Goods, nor the Uniform Computer Information TransactionAct (UCITA) shall apply to this TOS, regardless of the states in which theparties do business or are incorporated.
15. BINDING ARBITRATION AND CLASS ACTIONS WAIVER
(a) ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
(b) The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/.Payment of all filing, administration and arbitrator fees shall be governed bythe AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted inperson as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
(c) WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUMNON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
(d) Notwithstanding anything to the contrary, you and Grata may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of,pending, or independently of the resolution of any dispute pursuant to thearbitration procedures set forth in this Section 13.
(e) If Grata implements any material change to this Section 13, such change shall not apply to any Claim for which you provided written notice to Grata before the implementation of the change.
16. LEGAL COMPLIANCE
Your present and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in acountry that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.
17. U.S. GOVERNMENT ENTITIES
Thissection applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policyset forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of unitsof the Department of Defense, consistent with the policies set forth in 48C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquireonly those rights set forth in this TOS with respect to the such items, and any access to or use of the Services by the United States Government constitutes:(i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligationsherein.
18. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been made available through the Services in away that constitutes copyright infringement, please provide Grata’s Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of anexclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Grata’s Agent for Notice of Copyright Claims. Grata’s Agent for Notice of Copyright Claims can be reached as follows:
Agentfor Notice of Copyright Claims
701Brazos St. Suite 500
Austin, TX 78701
email: support@gratapro.com
19. CALIFORNIA USERS & RESIDENTS
In accordance with California Civil 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 such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at(800) 952-5210.
20. GENERAL PROVISIONS
This TOS constitutes the entire agreement between you and Grata concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Grata with respect to such subject matter. In the event of any conflict between or among this TOS and any end user license agreement, privacy policy or usage guidelines to which this TOS refers, the terms and conditions of this TOS shall take precedence and govern. This TOS may not be amended by you except in a writing executed by you and an authorized representative of Grata. Except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this TOS. For the purposes of this TOS, the words “such as,” “include,” “includes” and“including” shall be deemed to be followed by the words “without limitation.”You may not assign or delegate any right or obligation under this TOS without the prior written consent of Grata. The failure of Grata to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such rightor provision. If any provision of this TOS is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforce ability, without in any way affecting the remaining parts of this TOS. Any prevention of or delay in performance by Grata hereunder due to labor disputes, acts of God, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention
or delay.
