Thank you for using GRATSY and the services provided by Gratsy Incorporated, a Limited Liability Company (“GRATSY,” “we,” “our” or “us”). These Terms and Conditions (the “Terms”) explain the agreement you make with us when you access and use our website, mobile applications, software, and the Gratsy Messenger Bot and other services (collectively, the “Services”).
Please review these Terms and Conditions carefully. By using the Services, you agree to be bound by these Terms and Conditions. If you do not agree, you should stop using the Services immediately.
These Terms apply to all websites, software, mobile applications, tools and resources developed, offered or operated by GRATSY. The Terms apply to you and all other users of the Services (“you” and “Users”).
As a general policy, you are exclusively responsible and liable for your use of the Services and for any consequence of your use of the Services. Any exceptions to this policy will be clearly explained in these Terms. If you do not see a specific exception listed in these Terms, then it is not an exception, and you will be solely responsible.
We may change the Services from time to time without notice. We may stop providing the Services, or restrict use of the Services, without notice and for any reason.
We rely on third-party providers for certain parts of the Services. Because of this and for other reasons, the Services may be unavailable, interrupted or terminated from time to time for many reasons (including routine maintenance).
By using the Services, you agree that GRATSY will not be responsible or liable to you or any third party for any consequence, loss or damage arising (directly or indirectly) from or relating to any of the circumstances described in this section or the Terms generally, unless specifically described otherwise in these Terms.
2. PERSONAL INFORMATION, PRIVACY & SECURITY
By using the Services, you agree that you provide your personal information and content at your own risk. You are solely responsible for maintaining the security of your information. If you would like to opt out of Services, you may contact us at firstname.lastname@example.org.
You will automatically receive various messages from us, and you may receive communications from our partners (including advertising and marketing messages). You may change or opt out of certain communications by contacting us at email@example.com. However, in some instances, we may need to provide you with service announcements and administrative messages. These particular communications are a necessary part of the Services. You cannot opt-out from receiving these communications.
3. ELIGIBILITY & USER OBLIGATIONS
You must be able to form a binding contract to use the Services. By using the Services, you represent that you are able to do so and are at least 18 years or older. Persons under 18 years old are expressly prohibited from using the Services. Any attempt by a person under the age of 18to use the Services will be automatically void. If GRATSY receives credible notice that a User is under 18 years old, we will automatically remove the User from the Services and delete all information about and from that User from the Services.
We may implement or offer some Services via individualized accounts for Users (“User Profiles”). In such an event, you will be able to manage your preferences by emailing firstname.lastname@example.org. As explained below, your eligibility for certain offers will depend on the information in your account, such as contact and preference details, remaining current, among other requirements.
To the extent you are allowed to register for the Services by using existing third-party accounts or profiles (ex: Facebook Connect), you acknowledge that you will also be subject to the third-party terms and conditions associated with those third-party services if you choose to use those features. Those terms and conditions may be materially different than our policies, especially with regard to information privacy and security.
Access to and use of password protected and secure areas of the Services is restricted to authorized Users. Unauthorized persons who access or attempt to access these parts of the Services will be prosecuted.
You are solely responsible and liable for all activity that occurs on and through your User information, or in connection with your user of the Services. You are solely responsible and liable for safeguarding the security and accuracy of your User information and notifying GRATSY of any unauthorized use of your User information.
3A. Things you cannot do on the Services:
- You will not provide false information; use the Services or create an account for anyone other than yourself without that person’s permission; use a name of another person with the intent to impersonate or disparage that person; use a name that is subject to rights of a third party without the proper authorization; or use a name or post any content anywhere on the Services that is offensive, vulgar, obscene or otherwise unlawful.
- You will not provide services to or otherwise have any interactions with any other User that are injurious, threatening, violent, abusive, harassing, defamatory, invasive of privacy, tortious, obscene, vulgar or profane to the User. You will not provide any services or conduct any action on or through the Services that are (i) in furtherance of illegal activities, (ii) false, fraudulent or deceptive; or (iii) otherwise unlawful.
- You will not reverse engineer, reverse compile, reduce to human readable form or derive (or attempt to derive) the source code of any software associated with the Services. In these Terms, “reverse engineer” will mean the examination or analysis of the Services to determine the source code, structure, organization, internal design, algorithms or encryption devices of the underlying technology of the Services.
- You will not access or tamper with non-public areas of the Services, including, but not limited to, our computer and network systems; breach or circumvent any security or authentication measures; scrape the Services without the prior consent of GRATSY; use the Services to send altered, deceptive or false information; or interfere with or disrupt (or attempt to do so) any User, host or network, including, but not limited to, sending a virus, overloading, flooding, spamming, or scripting the Services.
- You will not create or help create any product or service that is derivative or competitive with the Services.
The Services may include advertisements and other marketing messages from GRATSY and its partners. The form and frequency of advertising and marketing messages on the Services may change without notice to you. By using the Services you agree that GRATSY and its third-party partners may advertise on the Services, including, but not limited, targeted advertisements related to content posted by you or others.
We may offer special promotional offers through the Services that may or may not apply to you or your use of the Services. By using the Services, you agree to be bound by the terms of the special offers.
The Services may not be available in all geographic areas. The Services are available only to Users with internet and network connections capable of supporting the Services. You are solely responsible for obtaining internet and network connections capable of supporting the Services.
GRATSY may, in its sole discretion and for any reason, refuse to offer the Services to any person or entity, or change the eligibility criteria for the Services at any time. You may voluntarily cancel your use of the Services at any time through your Settings page.
Failure to comply with any of the terms and obligations set out in this Section 3 will be a breach of these Terms and may result in termination of your use of the Services and prosecution for damages. You agree that GRATSY will not be liable, and you will indemnify, hold harmless and reimburse GRATSY for any consequence, loss, damage or expense (direct or indirect) (including attorneys’ fees and settlement amounts) arising from or relating to your failure to comply with any of the terms and obligations set out above.
4. INFORMATION AND CONTENT
You will have exclusive responsibility and liability for all information and content published on or through your use of the Services or in connection with your User information, whether publicly posted or privately transmitted. GRATSY is not responsible or liable for any User information or content, or any consequence, loss or damage (direct or indirect) caused by or related to User information or content.
GRATSY does not represent or guarantee completeness, truthfulness, accuracy, appropriateness or reliability for any content or information posted on the Services, or endorse any opinion expressed on the Services. If you choose to use or rely on information or content posted on or obtained through the Services (whether published by Users or GRATSY), your use or reliance is at your own risk.
By using the Services you may be exposed to content that is offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, misleading or otherwise deceptive. GRATSY does not monitor content provided by Users and will not censor or remove User content, except in the limited circumstances described in these Terms. You agree that GRATSY will not be responsible or liable for any content on or made available through the Services under any circumstance.
When you provide information on the Services as a User, you represent and warrant that the information you post or make available:
- Is not counterfeit or stolen;
- Does not infringe or violate the intellectual property or proprietary rights of GRATSY or any third party;
- Is not for any unlawful purpose or in furtherance of illegal activities (international users agree to comply with all local laws regarding online conduct and acceptable content);
- Does not violate any contractual obligation;
- Is not false, fraudulent or deceptive;
- Is not threatening, violent, abusive, harassing, defamatory, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, profane, discriminatory, or otherwise inappropriate;
- Does not contain or depict nudity or sexual activity;
- Is not unsolicited advertising, junk mailing, or spamming;
- Does not contain software viruses, malware/phishing or any other computer mechanism designed to disrupt, damage, monitor, or interfere with the independent functioning of GRATSY or third party equipment, software, or systems;
- Does not impersonate any person without such person’s prior consent;
- Does not include any personal identification, financial, or confidential information of any other person or entity without prior consent;
- Does not solicit Users or guests to use other on- or off-line services that are competitive with GRATSY;
- Does not attempt by any method to determine source code or underlying algorithms of any part of the Services;
- Does not falsely imply affiliation with or sponsorship by GRATSY without the prior written consent of GRATSY; or
GRATSY reserves the exclusive right to determine whether information you post or make available on the Services falls within any of the prohibited categories listed above. We may immediately terminate or suspend your use of the Services without notice to you in the event that, in our judgment, you violate this section. Accounts created to replace suspended Users will be permanently suspended. Users engaging in any of these behaviors may be investigated for abuse.
Failure to comply with any of the terms and obligations set out in this Section 4 will be a breach of these Terms and may result in termination of your use of the Services and prosecution for damages. You agree that GRATSY will not be liable, and you will indemnify, hold harmless and reimburse GRATSY for any consequence, loss, damage or expense (direct or indirect) (including attorneys’ fees and settlement amounts) arising from or relating to your failure to comply with any of the terms and obligations set out above.
5. OUR LICENSE TO YOUR INFORMATION AND CONTENT
When you use the Services, you keep your rights to information and content you submit, post or make available on, through or about the Services (“your information”). However, by using the Services, you grant GRATSY an automatic, worldwide, non-exclusive, royalty-free, perpetual license to use, copy, reproduce, adapt, modify, publish, display, transfer, sublicense and distribute your information for any purpose and in any and all media or distribution methods (now known or later developed).
You agree that this license includes the right for GRATSY to promote and improve the Services by any action, including promotional or commercial uses, and to make your information available to certain third parties that partner with GRATSY. We may modify or adapt your information in order to transmit, display or distribute it in various media, networks, forms and devices.
By using the Services you agree that you will not be entitled to any compensation from GRATSY (or other companies, organizations or individuals who partner with GRATSY) for your information or for use of your information, including promotional or commercial uses.
You understand and agree that since your information may be distributed or published by GRATSY and our partners, you may be subject to liability if you do not have the legal right to use, submit or publish the information on the Services. In that event, you will be exclusively responsible for your use of the Services, for all information and content you submit and publish, and for all consequences arising from both, including the use of your information by other Users and our third party partners. GRATSY will not be responsible or liable for any use or consequence of your information (whether by GRATSY, a third party partner or other User). By using the Services, you represent and warrant that you have the necessary rights and authority to use and publish all information and content posted or made available by you on, through and about the Services, and to grant the licenses given to GRATSY in this Agreement.
Failure to comply with any of the terms and obligations set out in this Section 5 will be a breach of these Terms and may result in termination of your use of the Services and prosecution for damages. You agree that GRATSY will not be liable, and you will indemnify, hold harmless and reimburse GRATSY for any consequence, loss, damage or expense (direct or indirect) (including attorneys’ fees and settlement amounts) arising from or relating to your failure to comply with any of the terms and obligations set out above.
6. OUR RIGHTS AS GRATSY
GRATSY exclusively and perpetually owns and holds all right, title and interest in and to the Services and all information and content published by GRATSY on the Services. The Services are currently (or may be in the future) protected by copyright, trademark, patents, trade secrets and other laws of both the United States and foreign countries. Other than as expressly provided in these Terms, you do not have any right to use the GRATSY name or any of the GRATSY trademarks, logos, domain names, distinctive brand features or other intellectual property or content in any way.
We reserve the right to terminate, suspend or refuse to provide the Services, to suspend or terminate Users, and to reclaim usernames – all at any time and for any reason in our sole discretion, and without liability to you. We also reserve the right to determine which Services are provided to each user at our sole discretion.
We will seek to protect your information from disclosure in most instances as a general policy. However, we reserve the right to access, read, preserve and disclose any User information that we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations; (iii) detect, prevent or otherwise address fraud, security or technical issues, (iv) respond to User support requests; and (v) protect the rights, property or safety of GRATSY, our Users and the public.
Feedback, comments and suggestions you provide about GRATSY or the Services is entirely voluntary. We are free to use all feedback, comments and suggestions provided to GRATSY without any obligation or compensation to you.
GRATSY does not produce or manufacture the products or samples distributed or promoted through Services, and has no responsibility or liability for these products or the use of them. Recipients of Services should ensure any and all instructions or packaging information is read carefully and thoroughly before use. Use of samples and products should only be per the manufacturer's instructions.
7. YOUR LICENSE TO USE THE SERVICES
When you use the Services, GRATSY gives you a limited, personal, revocable, non-transferable and non-exclusive license to use the Services. This limited license is only so you may use and enjoy the benefit of the Services as provided by GRATSY as allowed under these Terms. This license is revocable at will and may be terminated by GRATSY without notice to you.
8. INTELLECTUAL PROPERTY DISPUTES
GRATSY reserves the right in its sole discretion to remove Users, User information and content that are alleged to infringe the intellectual property of others without prior notice or liability to Users. In appropriate circumstances, we may also terminate a User for content violations.
GRATSY will respond to notices of alleged infringement that comply with applicable law, including the Digital Millennium Copyright Act of 1998 (the “DMCA”; for more information see http://www.copyright.gov/legislation/dmca.pdf). If you believe your intellectual property has been used or copied in an infringing way, please provide us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the material claimed to have been infringed; (iii) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) 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 intellectual property owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the intellectual property owner.
You must provide this notice to our agent for notice of alleged intellectual property infringement:
PO Box 1124
Bentonville, AR 72712
On receipt of proper notice, we will take the actions that we consider appropriate in our sole discretion, including removal of the challenged material from the Services and termination of user accounts. If you believe that your posted material was improperly removed, you may send a counter notification containing the pertinent information as set forth in the DMCA to our agent, who may restore the removed material in accordance with the DMCA.
These Terms will continue to apply until terminated by either you or GRATSY.
You may end your legal agreement with GRATSY at any time for any reason by discontinuing your use of the Services. You do not need to notify GRATSY when you stop using the Services. If you stop using the Services without deactivating your account, GRATSY may eventually deactivate your account(s) for prolonged inactivity.
GRATSY may suspend or terminate your accounts (or quit providing you with all or part of the Services) at any time for any reason, including, but not limited to, our belief that: (i) you have violated these Terms or other published policies, (ii) you create risk of or possible legal exposure for GRATSY; or (iii) the Services are no longer commercially viable.
In all such cases, your license to use the Services will automatically be canceled, except that the following sections will continue to apply: 4, 5, 6, 8, 9, 10 and 11.
10. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY. This section limits the liability of GRATSY and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (collectively, the “GRATSY Entities”). BY USING THE SERVICES YOU EXPRESSLY AGREE TO BE BOUND BY THIS SECTION. Each subsection below applies to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of certain warranties or the limitation of liability in contracts, and, as a result, the contents of these sections may not apply to you.
A. THE SERVICES ARE AVAILABLE “AS-IS”
GRATSY has no fiduciary or special relationship with you. Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis.
Without limiting the foregoing, to the maximum extent permitted under applicable law, THE GRATSY ENTITIES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SECURITY, ACCURACY AND ANY WARRANTIES IMPLIED BY PERFORMANCE OR USE. GRATSY DOES NOT WARRANT, GUARANTEE OR ASSUME RESPONSIBILITY FOR (i) ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY OR USER THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE OR (ii) ANY CONTENT SUBMITTED OR PUBLISHED BY A THIRD PARTY OR USER THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE.
The GRATSY Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit, any information and other communications maintained by the Services; (iv) whether the Services meet your requirements or are available on an uninterrupted, secure or error-free basis; and (v) any third-party claims, consequence, loss or damage (direct or indirect) arising in any way out of or related to use of the Services or these Terms. No advice or information, whether oral or written, obtained from the GRATSY Entities or through the Services, will create any warranty not expressly made in these Terms.
IT IS THE EXCLUSIVE RESPONSIBILITY OF EACH USER TO EVALUATE THE ACCURACY, COMPLETENESS, DEPENDABILITY, USEFULNESS AND MARKETABILITY OF ANY PRODUCT, SERVICE, CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES OR OBTAINED FROM ANOTHER USER, THIRD PARTY OR LINKED SITE.
The Services may contain links to third-party websites or resources. You acknowledge and agree that the GRATSY Entities are not responsible or liable for: (i) the availability or accuracy of such websites or resources; (ii) the content, products or services on or available from such websites or resources; and (iii) any consequence, loss or damage (direct or indirect) arising from such websites or resources. Links to such websites or resources do not imply endorsement by the GRATSY Entities of the websites, resources or the content, products, or services available from the websites or resources. You acknowledge sole responsibility for and assume all risk of your use of any third-party website or resource.
C. THIRD-PARTY PROVIDERS AND PARTNERS
D. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GRATSY ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON OR THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, PROPERTY DAMAGE AND DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY SERVICES PURCHASED OR ACCEPTED ON OR THROUGH, OR CONTENT OBTAINED FROM, THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE GRATSY ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID GRATSY, IF ANY, FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION WILL APPLY TO ALL THEORIES OF LIABILITY, WHETHER BASED ON PERSONAL INJURY, PROPERTY DAMAGE, WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THE GRATSY ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET OUT IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
By using the Services, you agree to indemnify, hold harmless and reimburse GRATSY and its officers, directors, employees, agents, representatives, partners, and all other affiliates harmless for all claims and liabilities (actual and threatened), obligations, settlements, losses, expenses, debts and damages (including costs and attorneys’ fees) that arise from or relate to your use or access of the Services, including but not limited to any activity and content associated with your User information or your use of the Services (whether by you or a third party), unless a court of competent jurisdiction enters a final judgment that the claim, liability, obligation, settlement, loss, expense, debt or damage was the result of intentional actions or omissions by GRATSY. GRATSY reserves the right to assume exclusive control of and direct the defense of any matter otherwise subject to indemnification by you. You agree to assist and cooperate with GRATSY in the defense.
12. GENERAL TERMS
A. WAIVER AND SEVERABILITY
The failure of GRATSY to enforce any right or term of these Terms will not be a waiver of the right or term. In the event that any term is held to be invalid or unenforceable, then that term will be limited or eliminated to the minimum extent necessary, and the remaining parts of these Terms will stay in full force and effect. In such an instance, the parties agree that a court should give effect to the parties’ intentions as reflected in the term.
B. CONTROLLING LAW AND JURISDICTION
These Terms and any dispute related to the Terms will be governed by the laws of Arkansas without regard to conflicts of law principles. Subject to the dispute resolution terms set out in Section 12C below, all claims, legal proceedings or litigation arising in connection with the Services will be brought exclusively in the federal or state courts located in Fayetteville, Washington County, Arkansas, United States, and you consent to the exclusive jurisdiction and venue of those courts.
C. DISPUTE RESOLUTION
You agree that you will notify GRATSY in writing of any dispute or problem related to the Services. GRATSY will have thirty (30) days to address the dispute or problem before you may file any legal action. The notice should be addressed to:
PO Box 1124
Bentonville, AR 72712
Any dispute arising from or relating to the subject matter of these Terms that is not voluntarily resolved by the parties pursuant to the previous paragraph must be finally settled by arbitration in Rogers, Benton County, Arkansas, in accordance with the rules then in effect of the American Arbitration Association or its successor, and consistent with the requirements and standards of the Federal Arbitration Act or its successor. Judgment on or enforcement of the arbitration award may be entered in any court having jurisdiction. Any arbitration under this Agreement will take place on an individual basis: CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. BY USING THE SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION. Notwithstanding the previous obligations, each party will have the right to start an action at any time for injunctive or equitable relief in the mandatory jurisdiction and venue established above.
D. CONSENT TO ELECTRONIC COMMUNICATION
By using the Services, you agree to receive all communications related to your use of the Services in electronic form, including, but not limited to, text messages sent to the phone number associated with your use of the Services and emails sent to the email address associated with your use of the Services, posted notices on the Services, and/or communication via the Grasy Messenger Bot. By using the Services, you agree that all agreements, notices, disclosures and other communications that are provided electronically will satisfy all legal requirements that communications be in writing. All notices from GRATSY will be deemed effective when sent to the phone number and/or email address associated with your use of the Services, or when posted publicly on the Services.
E. ENTIRE AGREEMENT
If these Terms conflict with any other documents, these Terms will control.
We may revise these Terms from time to time without notice to you. The most current version will always be at the following link: www.gratsy.com.
If we believe in our sole discretion that a revision is material, we may also notify you through the GRATSY Bot or through email. By continuing to use the Services after revisions are effective, you will be bound by the revised Terms.
These Services are operated and provided by:
PO Box 1124
Bentonville, AR 72712
If you have any questions about the Terms, please contact us at email@example.com.
By registering for and/or using Services in any manner, including but not limited to visiting or browsing the GRATSY mobile application or website, you agree to and will be bound by all of the terms and conditions contained in these Terms, and all additional terms, conditions, rules, policies and/or procedures that may be published by GRATSY from time to time on the Services, each of which is incorporated by reference and may be updated by GRATSY at any time without notice to you. These Terms apply to all users of the Services without exception.
Effective: December 19, 2019