General Terms and Conditions for Subscription Plans with Gravitt8 Development LLC
Last Updated on February 10, 2020
This Service Subscription Agreement (“Agreement”) is by and between Gravitt8 Development LLC and it’s Affiliates (collectively, “Gravitt8”) and the subscriber set forth on the applicable Service Order (“Subscriber”). This Agreement sets forth the terms pursuant to which Subscriber will be permitted to use certain of Gravitt8 Development web-based and / or professional services. The parties agree as follows:
Terms of Agreement
Use Of The Services
- Subject to the terms and conditions of this Agreement, Gravitt8 Development grants to Subscriber a limited, non-exclusive, non-transferable, non-sublicensable right during the term of each Service Order to use the Services set forth therein for the registered subscription plan. Subscriber’s right to use the Services is subject to the Scope of Subscription Plan and contingent upon Subscriber’s compliance with the Scope of Subscription Plan and the terms of the Service Order and this Agreement. If the Service Order permits usage by Clients, such Clients may use the Services in accordance with the terms of this Agreement. Subscriber shall ensure that each of its Clients complies with the provisions of this Agreement and will be liable for all use of the Services by its Clients. By adding any Client to Subscriber’s account, Subscriber represents and warrants that Subscriber has obtained all necessary authorizations and consents from such Client to bind it to this Agreement. Subscriber agrees that Gravitt8 Development can access its account information as necessary, in Gravitt8 Development sole discretion, to provide Subscriber with the Services and any related support paid for. Gravitt8 Development will not disclose such data except if compelled by law, permitted by Subscriber, or pursuant to the terms of Gravitt8 Development LLC.
- Subscriber is responsible for managing access to its Account and for all information, data or other materials that Subscriber’s users provide or otherwise give via the Subscription Services. Subscriber may permit its agents, contractors or service providers to access the Services, provided that such third party is using the Services on behalf of Subscriber, Subscriber ensures that any person or entity using its Account comply with the terms of this Agreement, and that Subscriber remains responsible for any action taken using its Account.
- Subscriber may use the Services solely for its own internal business operations. Subscriber will not, and will not permit or authorize third parties to:
- license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Services;
- use the Services to provide services to third parties (e.g., as a service bureau);
- circumvent or disable any security or other technological features or measures of the Services;
- reverse engineer any element of the Services, or use the Services or any of Gravitt8 Development Confidential Information (as defined below) to compete with the Services;
- modify, adapt or hack the Services to falsely imply any sponsorship or association with Gravitt8 Development, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks;
- use the Services in any manner that interferes with or disrupts the integrity or performance of the Services or the components of the Services;
- use the Services to knowingly post, upload, link to, send or store any content that is defamatory, libelous, fraudulent, derogatory, abusive, obscene, unlawful, hateful, harassing, violent, threatening, racist, or discriminatory, or that contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software.
- Subscriber will use the Services in compliance with all applicable laws and regulations and in a manner that does not infringe on the rights of any third party or violate any third party’s privacy rights.
- Subscriber represents and warrants that neither Subscriber nor Subscriber’s users will transmit, or otherwise process any Sensitive Information through the Services. Subscriber acknowledges and agrees that Gravitt8 Development will not be liable for any damages that may result from Subscriber’s use of the Services in transmitting or otherwise processing any Sensitive Information.
- Subscriber will use reasonable efforts to prevent any unauthorized use of the Services and immediately notify Gravitt8 Development in writing of any unauthorized use that comes to Subscriber’s attention. If there is unauthorized use by anyone who obtained access to the Services directly or indirectly through Subscriber, Subscriber will take all steps reasonably necessary to terminate the unauthorized use. Subscriber will cooperate and assist with any actions taken by Gravitt8 Development to prevent or terminate unauthorized use of the Services.
- Gravitt8 Development may suspend Subscriber’s or any Client’s use of the Services if Gravitt8 Development reasonably and in good faith believes such suspension is necessary to prevent unauthorized use of the Services or to prevent an ongoing violation of any applicable laws or regulations. Gravitt8 Development will use commercially reasonable efforts to notify Subscriber prior to any such suspension and will only suspend the Services to the extent necessary to prevent such unauthorized use or violation. In addition, if Subscriber fails to timely pay any fees in accordance with the terms of this Agreement and/or any Service Order, Gravitt8 Development may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due.
- Gravitt8 Development shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback Gravitt8 Development receives from Subscriber.
Third Party Services
- The Services may contain links to, or otherwise may allow Subscriber to connect to and use, certain third party products, service or software under separate terms and conditions (collectively, “Third-party Service”) in conjunction with the Services, including certain social media networks and other integration partners. If Subscriber decides to access and use such Third-party Service, Subscriber acknowledges that its use of said Third-party Service is governed solely by the terms and conditions of such Third-party Service (including, but not limited to, the Twitter Terms of Service located at www.twitter.com/tos and the YouTube Terms of Service located at www.youtube.com/t/terms), and Gravitt8 Development does not endorse, is not responsible for, and makes no representations as to such Third-party Service, its content or the manner in which such Third-party Service handles Subscriber’s data. Gravitt8 Development is not liable for any damage or loss arising from or in connection with Subscriber’s access or use of any such Third-party Service, or Subscriber’s reliance on the privacy practices or other policies of such Third-party Service. Subscriber acknowledges that Gravitt8 Development does not control the features and functionality of any Third-party Service and that such Third-party Service may change its features and functionality without any notice to Gravitt8 Development. Gravitt8 Development shall not be liable to Subscriber for any refunds or any damage or loss arising from or in connection with any changes made by a Third-party Service or any resulting changes to the Services.
- The Services may contain features that enable various Third-party Services (such as a social media service like Facebook and Twitter and others) to be directly integrated into Subscriber’s Account. To take advantage of these features, Subscriber will be required to register for or log into such Third-party Service on their respective websites. By accessing/enabling a Third-party Service within the Services, Subscriber is allowing Gravitt8 Development to pass Subscriber’s log-in information to the Third-party Service for this purpose.
Fees and Payments
- Subscriber will pay Gravitt8 Development the fees specified in each applicable Subscription Order for a minimum of 8 months. If Subscriber orders additional Services or changes the Services it is receiving, the fees for such additional or changed services will be charged at the then-current pricing for such additional or changed services and commence on the activation date listed in the Subscription Order. Any resulting change in fees shall be reflected in future invoices. All amounts payable under this Agreement are denominated in United States dollars, and Subscriber will pay all such amounts in United States dollars. Except as otherwise provided in this Agreement, fees are non-refundable. There are no refunds or credits for partial months of Services, plan downgrades, or refunds for unused time if Subscriber closes its account before the end of the term of any Service Order. Unless otherwise specified in the Service Order, the Services purchased by Subscriber during the Subscription Term, will automatically renew for additional periods equal to the length of the Subscription Term unless either party provides written notice to the other party at least ten (10) days prior to the expiration of the Subscription Term.
- Unless otherwise specified in the applicable Service Order, Subscriber will pay all amounts due within thirty (30) days of the date of the applicable invoice through automatic withdraws. (i) Subscriber pays any undisputed amounts in accordance with this Section; and (ii) Subscriber cooperates with Gravitt8 Development in promptly resolving such dispute. Except for any amounts disputed by the Subscriber in good faith, any amount not paid when due will be subject to finance charges equal to one and one-half percent (1.5%) of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. Subscriber will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Gravitt8 Development to collect any amount that is not paid when due. Amounts due from Subscriber under this Agreement may not be withheld or offset by Subscriber against amounts due to Subscriber for any reason.
Terms and Terminations / Cancellations
- This Agreement commences on the Effective Date and will remain in effect while any Service Orders are outstanding.
- Each Service Order will be valid for the term specified on such Service Order unless the Service Order is terminated earlier in accordance with the terms of this Agreement.
- Either party may terminate a Service Order or this Agreement (i) upon ten (10) days written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such period (minimum 8 month subscription period), or (ii) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Gravitt8 Development shall have the right to terminate a Service Order or this Agreement if Gravitt8 Development reasonably determines that Subscriber is acting or has acted in a way that could present substantial reputational harm to Gravitt8 Development or its current or prospective partners or customers.
- If this Agreement or a Service Order is terminated for any reason,
- Subscriber will pay to Gravitt8 Development any fees or other amounts that have accrued prior to the effective date of the termination,
- any and all liabilities accrued prior to the effective date of the termination will survive, and
- Subscriber will discontinue all use of the Services. Upon termination of this Agreement or any Service Order, Gravitt8 Development shall have the right to remove Subscriber’s account information and account settings after ten (10) days, and Subscriber will not be able to recover this data or content (except that content stored/ published to third-party websites, that data will remain on said third-party websites pursuant to those website’s terms and conditions). All provisions of this Agreement that, by their nature, are intended to survive termination (including those related to third party claims and limitations on liability) will remain in effect.
- For the purpose of this Agreement, “Confidential Information” means non-public information of Gravitt8 Development or Subscriber disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which
- a reasonable person would consider confidential or
- is marked “confidential” or “proprietary” or some similar designation by the disclosing party.
- Confidential Information will not, however, include any information that
- was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party;
- becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of this Agreement by the receiving party;
- is already in the possession of the receiving party at the time of disclosure by the disclosing party, as shown by the receiving party’s files and records;
- is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or
- is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.
- The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations hereunder and who agreed to be bound by these obligations of confidentiality and non-disclosure.
- Each party represents and warrants to the other that:
- this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and
- no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement.
- Gravitt8 Development may utilize a subcontractor or other third party to perform its duties under this Agreement so long as Gravitt8 Development remains responsible for all of its obligations under this Agreement.
- This Agreement, including the applicable Service Orders, is the final and complete expression of the agreement between these parties regarding Subscriber’s use of the Services. This Agreement supersedes, and the terms of this Agreement govern, all previous oral and written communications regarding these matters, all of which are merged into this Agreement. Gravitt8 Development may amend this Agreement from time to time, in which case the new Agreement will supersede prior version. Gravitt8 Development will notify (notice within the application to be deemed sufficient) Subscriber of material changes and direct Subscriber to the latest version of this Agreement. Gravitt8 Development will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Subscriber in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of
- Gravitt8 Development failure to object to such terms, provisions or conditions. This Agreement may be executed in multiple counterparts, and may be signed electronically or via facsimile.
- Neither party may assign its right, duties, and obligations under this Agreement without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign this Agreement without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of the assigning party’s obligations under this Agreement.