We reserve the right to, at any time, change the terms and provisions of these Terms or change the Services, including eliminating or discontinuing any part or feature of the Services. If a change to these Terms occurs, we will notify you of such changes by posting the revised Terms on our Site or providing additional notice by e-mail or in-app message. Be sure to return to this page periodically to ensure that you are familiar with the most current version of these Terms when you use the Services. 

You reserve the right to disagree to these Terms changed by us. In such case, you may discontinue your use of the Services and request for termination of your use. Your continued use of the Services after the effective date of such changes shall constitute your acceptance of such changes and agreement to be bound by the revised Terms.

You must be 16 years or older to use the Services. If you are under the age of majority where you live, you may only use the Services if your parent or guardian agrees to our Terms. Please read these Terms with them. If you are a parent or legal guardian of a user under the age of majority where you live, you are subject to these Terms and responsible for your child’s activity on the Services.

You may use the Services only if you are fully able and competent to enter into these Terms with the Company, and abide by and comply with these Terms as well as all applicable local, state/provincial, national, and international laws, rules, regulations, judicial orders, executive orders or similar binding legal instruments (the “Applicable Law”).

To use certain Services, you may need to provide certain information about yourself including but not limited to your first name, last name, e-mail address, and a password to be used in conjunction with that e-mail address (an “Account”) in order to register with the Company as a user (an “Account Holder”).

You agree that you will not share your password or account with any third party. You are entirely responsible for maintaining the confidentiality of your Account login information and for all activities or actions that occur in association with your Account. You agree to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account, and to maintain your password securely to prevent others from gaining access without your permission. You agree to immediately notify the Company by e-mail at support@mygratia.com of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to comply with the above requirements.

If and when you create an Account, you represent, warrant and agree that: (i) all required registration information you submit is truthful, accurate, current and complete; (ii) you will maintain and update your information to make it truthful, accurate, current and complete; and (iii) your use of the Services does not violate these Terms or any Applicable Law.

We may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve or alter the performance of the Services (the “Updates”). These may be automatically installed without providing any additional notice or obtaining any additional consent. You hereby consent to this automatic Updates to any of our Services.

By providing the Company with your e-mail address or other contact information, you consent to our use of this information to send you Service-related notices and other administrative notices, including any notices required by law. Without limiting the foregoing, you hereby expressly consent to receiving all communications, agreements, documents, notices and disclosures (the “Notices”) that we provide in connection with your use of the Services. Notices may include, without limitation, e-mails and in-app messages with promotional information and recommendations that we believe may be of interest to you. If you do not wish to receive any promotional Notices, you can unsubscribe following the instructions on any e-mail, adjust the settings of your Account in the Mobile App or by sending a request to support@mygratia.com. If you unsubscribe from our promotional e-mails, we may still send you transactional or administrative e-mails, including, but not limited to, e-mails about your Account or our ongoing business activities.

a. Auto-Renewal Subscriptions

Account Holders may access many parts of the Services by enrolling in a recurring subscription (the “Subscription”). If you activate a Subscription, the Subscription will continue for the subscription period you have chosen at the time of activation. Your Subscription will automatically renew for another subscription period until you cancel the Subscription or the Company terminates your Subscription, as described below in this section 5(c). By activating a Subscription, you authorize the Company to automatically charge at the beginning of each subscription period the payment method you have selected for the then-current price of the Subscription, along with any applicable taxes and fees.

b. Free Trials and Promotions

The Company may, at its sole discretion, offer a free trial for a limited period of time in connection with a Subscription (the “Free Trial”).  You may be required to provide a valid payment method in order to enroll in the Free Trial. You authorize the Company to begin billing your designated payment method at the beginning of each subscription period on a recurring basis at the then-current price for your Subscription, along with any applicable taxes and fees, unless your Subscription has been cancelled by at least [24] hours before the Free Trial ends as described below in this section 5(c). Only one Free Trial is permitted per Account regardless of your payment method, and your Account will be charged immediately if you cancel your Subscription and subscribe at a later date.

The Company may also offer certain special pricing options to qualified users (the “Special Price Options”). The Special Price Options may only be used for specified times and duration, in accordance with the relevant terms specific to each Special Price Option stipulated. 

Additional terms may be provided in connection with a Free Trial or a Special Price Option (the “Offer Terms”) in addition to these Terms. You must meet all eligibility requirements stated in these Terms and the Offer Terms to enroll in the Free Trial or the Special Price Option. The Company reserves the right to determine eligibility for Free Trials or Special Price Options and to modify or cancel the Free Trial offer or the Special Price Options offer at any time.

c. Subscription Cancellations

You may cancel your Subscription of your Account at any time. If you cancel your Subscription, your Subscription will expire at the end of the then-current subscription period. In order to avoid being charged for the next subscription period, you must cancel your Subscription at least 24 hours before the end of your current subscription period. You are not entitled to a refund for the fees you already paid and will have access to the Services until the end of the then-current subscription period. 

d. Gift Cards

You can purchase gift cards that can be redeemed by another Account Holder who has not activated a Subscription on our Mobile App. Gift cards are paid for by a one-time upfront payment. Once bought, the purchaser of the gift card will receive an order confirmation and receipt and the gift card will be sent to the recipient on the date specified by the purchase of the gift with a gifting code to redeem the gift card. Gifting codes cannot be redeemed for cash, resold or combined with any other offers, including free trial unless expressly stated otherwise. Please note that gifting codes cannot be redeemed if the recipient has already purchased a subscription through App Stores. We will automatically bill the payment method that the purchaser provided for any purchased gift card at the time of purchase, not upon delivery to or redemption by the recipient. There are no refunds or other credits for gift cards that are not redeemed. We are not responsible if a gift card is lost, stolen or used without permission.

The recipient of the gift card will redeem the gift card by signing up for a Subscription. 

e. Payment Method

When you purchase a Subscription, gift card, or other item through the Services, you must provide a current, complete and accurate payment method acceptable by the Company. You authorize the Company to charge any purchase to your designated payment method, including the then-current price plus any applicable taxes and fees specified. If payment is not received by us from the payment method you provided, you agree to pay all amounts due upon demand by us.

f. Refunds

All sales of Subscriptions, gift cards, and other items through the Services are final and we will not provide a refund for any amounts paid to us unless otherwise required by law. 

g. Price Changes

We reserve the right to, at any time, change our Subscription fees, plans or adjust pricing for our Services or any components thereof in any manner and at any time as we may determine in our sole discretion. The Company will provide you with reasonable prior notice of any price change to your Subscription and you can choose to terminate your Subscription before such change becomes effective at the end of the then-current subscription period. If you do not agree to the change, you may terminate your Subscription. Your continued use of the Services after the change comes into effect shall constitute your acceptance of the modified price of your Subscription.

You agree that you will access or use the Services solely for your own personal, internal, non-commercial use, and not on behalf of or for the benefit of any third party unless the Company has granted you written permission to do otherwise.

The Services are intended to be accessed and used for non-time-critical purposes. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available at all times. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond the Company’s control, including, without limitation, Wi-Fi intermittency, service provider uptime, mobile notifications and carriers. ‍The Services may also be occasionally restricted for security reasons, system failure, maintenance and repair, or other circumstances. We will restore the Services as soon as we reasonably can, but we do not offer any specific uptime guarantee for the Services. You acknowledge these limitations and agree that you will not be entitled to any refund or rebate for any damages allegedly caused by the failure or delay of the Services.

You acknowledge and agree that the Services and any other information you learn from the Company are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical or psychiatric care. Our Services have not been approved (or submitted for approval) by the Food and Drug Administration, and as such, we make no medical claims regarding our Services. We, to the extent permissible by law, accept no liability regarding your actions based on the information provided by the Services, and make no representations and warranties about the applicability of such information or guidance to your specific needs. Any health questions regarding the information and guidance provided should be directed to a medical professional.

You acknowledge and agree that your access to or use of the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. We cannot control and have no duty to take any action regarding how you may interpret and use the Services or what actions you may take as a result of having been exposed to the Services. You hereby expresslyrelease us from all liability relating to you having acquired or not acquired. Unless explicitly endorsed or guaranteed, we do not guarantee or promise any specific health benefits from the use of the Services or any feature thereof.

In addition,ourcustomer support contactsshould notbe considered a lifesaving solution for people at risk in the home, and they are no substitute for emergency services. All life threatening and emergency events should be directed to the appropriate response servicesor authorities. YOU AGREE THAT YOU WILL NOT RELY ON THE SERVICES FOR ANY LIFE SAFETY OR CRITICAL PURPOSES.

The rights granted to you in these Terms are subject to the following restrictions: You agree NOT to:

(i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, except as specifically permitted in these Terms;

(ii) modify, make derivative works of, disassemble, decompile, reverse engineer, or otherwise attempt to extract the source code of the software underlying the Services or any part thereof;

(iii)  access or use the Services for purposes of studying, analyzing, researching, benchmarking, monitoring, testing, assessing, reviewing or otherwise evaluate its availability, performance, functionality, capabilities, features, safety, application, usefulness or utility or displaying or publishing the results thereof for any purpose, including, without limitation, for conducting scientific research or driving safety test, without the Company’s prior written consent;

(iv) record, copy, reproduce, emulate, distribute, republish, download, display, post, or transmit any part of the Services in any form or by any means, except as expressly permitted in these Terms;

(v) upload, transmit, or distribute any computer viruses, worms, or any software intended to disrupt, degrade, impair, damage or alter the integrity or security of a computer or communication network, handheld mobile device, data, the Services, or any other system, device or property;

(vi)  interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks;

(vii) conduct yourself in an offensive manner while using the Services or use the Services for any illegal, immoral or harmful purpose;

(viii) access (or attempt to access) any of the Services by means other than through the interface that is provided by the Company;

(ix) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity;

(x) remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services;

assist or encourage any other person to engage in any of the foregoing activities

Improper use of the Services may result in termination of your access to and use of the Services, and/or civil or criminal liabilities. You agree to use the Services in accordance with these terms and all Applicable Law.

a. Limited License

The Services are licensed to you, not sold, under these Terms. Subject to your compliance with these Terms, the Company grants you a limited, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use the Services solely for your own personal, internal, non-commercial use. Any use, reproduction, modification, or distribution of the Services for any purpose other than as specifically authorized herein is strictly prohibited without our prior written permission and will violate our intellectual property rights. If your access to or use of the Services violates any of these Terms or Applicable Law, you are not authorized to use the Services and we may terminate the license granted herein.

b. Copyright

Subject to the limited license rights granted under these Terms, the Company and its licensors and suppliers exclusively own all rights, title, and interest in and to the Services, including, but not limited to, text, graphics, images, audio, video, data, or other materials made available via the Services, unless indicated otherwise (the “Content”). You acknowledge that the Services are protected by intellectual property rights and other laws,including the Digital Millennium Copyright Act of 1998 (the “DMCA”).Your access to or use of the Services does not transfer to you any rights, title, or interest in or to such intellectual property rightsrelating thereto.

You may only copy parts of the Services on to your own computer or mobile device for your own personal use. You may not use the Content of the Services in any other public or commercial way nor may you copy or incorporate any of the Content of the Services into any other work, including your own website, without our prior written consent. You must obtain a proper license from us before you can post or redistribute any portion of the Services. We retain full and complete title to the Content on the Services, including any downloadable Content.

You agree that you will not copy, modify, create derivative works of, in any way reproduce, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit any Content without our prior written permission, unless it is necessary for your permitted use of the Services. If you make such unauthorized use of the Content, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to civil and/or criminal liabilities.

c. DMCA Notice

We are committed to complying with copyright and related laws, and we require all visitors, users and others who access or use our Services to comply with these laws. As such, you may not store any material or content on the Services or use the Services to disseminate any material or content that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent.

If you believe that your work has been copied and posted on our Services in a way that constitutes copyright infringement, please provide our copyright agent with a written notice that sets forth the infringement details. To be effective, the notice must contain the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed, including the location of the copyrighted work (e.g., web address) or the copy of the copyrighted work; (iii) a description of where the material that you claim is infringing is located on the Services; (iv) your address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

You can contact our copyright agent via e-mail with a subject line of “DMCA” at support@mygratia.com.

Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim. If you believe your User Content was wrongly removed due to a mistake or misidentification in a copyright notice, you can send a counter notification to the contact information listed above.

If you knowingly misrepresent that any activity or material on the Services is infringing, you may be liable to the Company for certain costs and damages. It is our policy, in appropriate circumstances and at our sole discretion, to disable and/or terminate the Accounts of users who repeatedly infringe the copyrights of the Company or others. 

d. Trademarks

The trademarks, service marks and logos displayed on the Services (collectively, the “Trademarks”) are the trademarks, whether registered or unregistered, of the Company. Nothing contained in these Terms or the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use, alter, remove, or copy any Trademarks without the express written permission of the Company or the third party owner of any such Trademarks. Your improper use of the Trademarks may result in civil and/or criminal liabilities.

e. User Content Ownership

Except for the license you grant concerning the use of your Feedback, we do not claim any ownership rights in any messages, text, or other content posted, uploaded, stored, or otherwise provided through the Services by you, including, (i) journal entries, mood checks, wellness tests, or other entries that are not shared with any other person; (ii) first name, last name, and any other information you submit to create and maintain your Account; (iii) any content you post to social media platforms that tags the Company’s account or that uses a hashtag incorporating the Trademarks (such entries and contents collectively referred to as the“User Content”).

You are solely responsible for your User Content. You represent that all User Content submitted by you is accurate, complete, current, and in compliance with the Applicable Law. We make no warranties or representations about any User Content, including as to its accuracy or legality. We are not obligated to review User Content, but we have the right to review User Content in the operation of the Services and complying with legal or regulatory requirements. We may, at our sole discretion, delete any User Content that violates the Applicable Law.

f. Feedback and Submission Policy
You may choose to submit comments or suggestions about the Services, including how to improve or market the Services or any feedback resulting from any service errors or crash reports (the “Feedback”).

By submitting any Feedback to the Company, you agree to grant the Company a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works of, in any way reproduce, translate, publish, broadcast, transmit, distribute, perform, upload, display, and otherwise exploit your Feedback and any name or likeness provided in connection with your Feedback in all media formats and channels now known or later developed in connection with operating, marketing, and providing the Services for any purpose, without any restriction of any kind on account of intellectual property rights or otherwise and in any way without any compensation to you. You represent and warrant that your Feedback, and our use of your Feedback as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. You further acknowledge and agree that, by accepting your submission of the Feedback, we do not waive any rights to use similar or related ideas previously known to us, developed by our employees, or obtained from other sources.

g. Use of User Submissions

We may use your Feedback and/or User Content for our internal business purposes, for example, to study trends and improve the Services or to market the Services. You acknowledge that we may indirectly commercially benefit from use of your Feedback and/or User Content. For purposes of clarity, we will not share publicly your User Content in any way that can identify you unless you have granted us written permission to do otherwise.

a. General Acknowledgement
In certain circumstances, the Services may rely on or interoperate with third party products and services (the “Third Party Products and/or Services”). These Third Party Products and/or Services are beyond the Company’s control, but their operation may impact or be impacted by the use and reliability of the Services. You acknowledge and agree that: (i) the use and availability of the Services may be dependent on the third party product vendors and service providers, (ii) these Third Party Products and/orServices may not operate in a reliable manner at all times, and they may impact the way that the Services operate, and (iii) the Company is not responsible, directly or indirectly, for any damages and losses due to or in connection with the operation or useof these Third Party Products and/or Services.

b. Equipment, ISP, and Carrier
You acknowledge that the availability of the Services is dependent on (i) your computer, mobile device, home wiring, home Wi-Fi network, Bluetooth connection, and other related equipment (the “Equipment”), (ii) your Internet service provider (the “ISP”), and (iii) your mobile device carrier (the “Carrier”). You shall be responsible for all fees charged by your ISP and Carrier in connection with your use of the Services. You shall be also responsible for compliance with all applicable agreements, terms and conditions of use/service, and other policies of your ISP and Carrier.

c. Third Party Website Links and Referrals
The Service may contain links to other websites operated by third parties (the “Third Party Sites”) and referrals to third party vendors (the “Referred Vendors”), for your convenience. We have no control over, and assume no responsibility for, such Third Party Sites and Referred Vendors, or the contents, privacy policies, or practices provided through such Third Party Sites and Referred Vendors. We provide these links and referrals only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites or Referred Vendors. You may use these Third Party Sites and/or Referred Vendors at your own risk. We strongly advise you to read the terms and conditions of use/service and privacy policies of any Third Party Site or Referred Vendor that you visit or access.

d. App Stores
You acknowledge and agree that the availability of the Mobile App is dependent on the third party stores from which you download the Mobile App, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). You acknowledge that these Terms are between you and the Company and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the Mobile App from it. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, such terms and conditions of each App Store. To the extent such other terms and conditions from the relevant App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms shall govern.

e. Release Regarding Third Parties
The Company is not responsible for third parties or their products and services, including, without limitation, the App Stores, the Third Party Products and/or Services, the Third Party Sites, the Referred Vendors, the Equipment, the ISPs, and the Carriers. The Company hereby expressly disclaims, and you hereby expressly discharge, waive and release the Company, its directors, officers, employees, agents, and successors, as well as its licensors and suppliers, from, any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties and their products and services. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR LAW OF ANY JURISDICTION, IN CONNECTION WITH THE FOREGOING, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

We may change, suspend, or discontinue, temporarily or permanently, the Services or any part thereof at any time with or without notice, at our sole discretion, for any purpose, including to make improvements, address technical issues, and introduce new features.

You acknowledge and agree that we will not be liable to you or to any third party for any unavailability, modification, suspension, or discontinuance of the Services or any part thereof. Nothing contained in these Terms shall be construed to obligate us to maintain and support the Services, or any part thereof, during the term of these Terms.

These Terms are effective from the date on which you first access the Services, and shall remain in full force and effect until terminated in accordance with the provisions of these Terms. 

You may terminate your Account at any time through the settings page of your Account in the Mobile App or by sending an e-mail to us at support@mygratia.com. Unless you delete your Account, your Account will remain active even if you have deleted the Mobile App from your device. You will still have to cancel any active Subscriptions as stated in section 5(d), in order not to be charged for the following subscription periods.

We may also immediately terminate or suspend your access to and use of the Services or your Account at any time, without prior notice or liability, for any reason including, without limitation, your breach of any obligation under these Terms. We have the sole right to decide whether you are in violation of these Terms.

Upon any termination, discontinuation, or cancellation of the Services or your Account by either you or by us, your right to use the Services shall immediately cease and you shall cease all use of the Services. Upon termination or expiration of the Terms for any reason, all provisions of these Terms which by their nature should survive expiration/termination will survive, including, without limitation, ownership and intellectual property provisions, warranty disclaimers, limitations of liability, indemnity provision, and dispute resolution provisions.

The Services (i.e., the Site, the Mobile App, etc.) are provided on an “as is” and “as available” basis. To the maximum extent permitted under Applicable Law, the Company and its licensors and suppliers, as well as their respective directors, officers, employees, consultants, agents, or representatives (the Company and all such parties collectively referred to as the “Company Associates”), disclaim all warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, accuracy, timeliness, completeness, title, non-infringement, and any warranties arising from course of dealing, course of performance or usage of trade.

The Company Associates make no warranty that the Services (i) will be free of viruses or other harmful components; (ii) will meet your requirements; (iii) will be compatible with your home network, computer or mobile device; (iii) will be available on an uninterrupted, timely, secure, or error-free basis; or (iv) accurate, complete, current, or reliable, and that any errors or defects will be corrected. No advice or information, whether oral or written, obtained by you from the Company or through the Services shall create any warranty.

The Company Associates do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised, integrated with or offered by a third party through or in connection with the Services or any hyperlinked website or service, and will not be a party to or in any way monitor any transaction between you and third party providers of such products or services. You acknowledge and agree that you assume all responsibility and risk for your use of the Services and your reliance thereon. The Company Associates are not responsible for any damage to your property or any loss of data.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

The Services are provided for informational and educational purposes only and are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical or psychiatric care.

We are not a license medical provider and do not engage in, have no expertise in, diagnosing, examining, or treating medical conditions of any kind, or prescribing treatments or determining the effect of any specific treatment on a medical condition. You should never disregard professional medical advice or delay in seeking it because of something you have read, seen, or heard using the Services. You should always consult a medical professional if you have any questions regarding a medical condition. We do not provide emergency services and are not obligated to contact you or anyone on your behalf with respect to your medical condition or treatment.

While there is third party research that meditation can have a positive impact on the brain,improving overall mood and achieving sustained focus, we make no claim, representation, guarantee, or warranty that our Services provide a physical or therapeutic benefit or to the accuracy, completeness, or suitability for any purpose of the advice or other materials associated with the Services. If you have existing mental health conditions, you should discuss with your health care provider before starting a meditation practice.

To the maximum extent permitted by law, in addition to the above warranty disclaimers, in no event will the Company Associates be liable for any indirect, consequential, exemplary, punitive, special, or incidental damages, including but not limited to damages for loss of profits, loss of data, business interruption, loss of goodwill, computer damage, system failure, or any other intangible loss, arising from or relating to your access to and use of the Services, or your inability to access or use the Services, even if the Company Associates knew or should have known of the possibility of such damages.

In any event we shall not be liable for any damages incurred by you or any third party arising out of or in connection with (i) any failure to provide the Services due to a force majeure event; (ii) your own negligence or any other reason attributable to you; (iii) misappropriation or unauthorized use of third party’s personal information by you; (iv) inability to use the Services caused by technical error or incident beyond the reasonable control of the Company; (v) breach of these Terms by you; or (vi) inappropriate use of the Services not in compliance with the instruction.

The maximum total aggregate liability of the Company Associates to you arising from or related to your access to and use of the Services or from your inability to access or use the Services, whether in contract or tort or otherwise, shall not exceed the greater of (i) the fees actually paid by you to the Company for the Services at issue in the immediately preceding twelve (12) months; or (ii) fifty (50) United States dollars (US$ 50). If you have not paid the Company any amount in the twelve (12) months immediately preceding the date on which you first assert any such claim, your sole and exclusive remedy for any dispute with the Company is to stop using the Services and to delete your Account. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. These exclusion and limitations of damages set forth herein are fundamental elements of the basis of the bargain between you and the Company.

Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so some or all of the above exclusions and limitations may not apply to you.

To the fullest extent permitted by law, you agree to defend, indemnify and hold the Company Associates harmless from and against any damages, liabilities, claims, demands, disputes, costs and expenses, including, without limitation, reasonable attorneys’ fees,made by any third party due to or arising out of (i) your access to or use of the Services, (ii) any Feedback you provide or submit,(iii) your violation of these Terms, (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental and quasi-governmental authorities, (v) your use of the results, contents, data, or information provided via the Services; (vi) any allegation that you infringe, misappropriate, or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; and/or (vii) your negligence or willful misconduct.

You will promptly notify us of any such claim, action or suit by a third party, upon becoming aware of it, and cooperate with the Company Associates in defending such claim, action, or suit. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of such claim, action, or suit. You agree not to settle any such claim, action, or suit without our prior written consent.

PLEASE READ THIS SECTION CAREFULLY, AS IT REQUIRES YOU AND THE COMPANY TO ARBITRATE CERTAINDISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU AND THE COMPANY CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND THE COMPANY AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. IF YOU DO NOT WANT TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MAY OPT OUT.

a. Contact the Company First
If a dispute arises between you and the Company, our goal is to learn about and address your concerns without needing a formal legal case. You hereby agree that you will first notify us about any dispute you have with us regarding these Terms or our Services by contacting us via e-mail to support@mygratia.com . Your notice must (i) include your name, residence address, e-mail address, and telephone number; (ii) describe the nature and basis of the dispute; and (iii) set forth the specific relief sought. We'll try to resolve the dispute informally by contacting you in writing via e-mail. If a dispute is not resolved within sixty (60) days after submission, you or the Company may submit the dispute to binding arbitration as set forth below.

b. Applicability of Arbitration

All disputes arising out of, relating to, or in connection with these Terms or your use of the Services, including claims related to privacy or data security, that are not resolved in accordance with section 16(a) above, will be resolved through final and binding arbitration, instead of in a court by a judge or jury, on an individual basis, except that you and the Company retain the right: (i) to bring an individual action in small claims court located in Santa Clara County, California, United States, or any United States county where you live or work; or (ii) seek injunctive or other equitable relief in a court of competent jurisdiction for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or other intellectual property rights. ‍‍

c. Arbitration Rules
The Federal Arbitration Act governs the interpretation and enforcement of this section 16. You and the Company agree, subject to the Protection of Confidentiality and Intellectual Property Rights clause in section 18(e) below, to submit any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services to binding arbitration administered by the American Arbitration Association (AAA). The place of arbitration will be San Jose, California, United States, and the arbitration will be conducted in the English language by a single neutral arbitrator. The then-current version of its Consumer Arbitration Rules (the “AAA Rules”) will govern the arbitration, except to the extent those rules conflict with these Terms. The AAA Rules are available on AAA’s website at www.adr.org/Rules. 

For all arbitrations where the disputes asserted are US$ 25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location that is reasonably convenient for both parties with due consideration of their ability to travel and other pertinent circumstances; and (iii) if the parties are unable to agree on a location, such determination will be made by the AAA or by the arbitrator.

If you or the Company submits a dispute to arbitration and the arbitrator orders any exchange of information, you and the Company agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and the Company agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration. 

The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of these Terms, but only to the extent necessary to provide relief warranted by the individual dispute before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state or local agencies and, if the law allows, they can seek relief against us for you.

Any arbitration shall be confidential, and neither you, nor the Company may disclose the existence, content or results of any arbitration, except as may be required by law.

d. Jury Trial Waiver

Except where prohibited by law, you and the Company waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and the Company elect to have claims and disputes resolved by arbitration. In any litigation between you and the Company over whether to vacate or enforce an arbitration award, you and the Company waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge. ‍‍

e. Class Action WaiverWhere permitted by the Applicable Law, you and the Company agree that any arbitration under these Terms will take place on an individual basis; class arbitrations and class actions are not permitted, and you and the Company are agreeing to give up the ability to participate in a class arbitration or class action. The arbitrator may conduct only an individual arbitration and, except as described below in section 16(h) for the additional procedures to govern if twenty-five (25) or more similar or coordinated disputes are asserted against the Company or you by the same or coordinated counsel, may not consolidate more than one individual’s disputes, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.

f. One Year to Assert DisputesTo the extent permitted by law, any claim or cause of action by you or the Company arising out of or related to these Terms or the Services, or any aspect of the relationship between you and the Company as relates to your use of the Services, in each case other than alleged unlawful use of your or the Company’s intellectual property or other infringement of your or the Company’s intellectual property rights, must be filed within one (1) year after such claim or cause of action arose; otherwise, that claim or cause of action will be permanently barred, which means that you and the Company will not have the right to assert the dispute.

g. Arbitration FeesThe costs of arbitration shall be governed by the AAA’s fee schedules, available at www.adr.org/Rules. If you initiate arbitration of a dispute, you agree to pay the applicable consumer filing fee, and we will pay the remaining AAA fees and costs. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees will be governed by the applicable AAA Rules. In such case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. If the Company initiates arbitration of a dispute, the Company will pay all AAA fees and costs.

h. Mass Arbitrations

The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar disputes are asserted against the Company or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and the Company understand and agree that, when twenty-five (25) or more similar claims are asserted against the Company or you by the same or coordinated counsel or are otherwise coordinated, resolution of your or the Company’s dispute might be delayed. 

i. Opt-Out of Agreement to Arbitrate

You have the right to opt out of this agreement to arbitrate by providing the Company with written notice of your decision to opt out via e-mail at support@mygratia.com within thirty (30) days following the date you first accept these Terms. You must include (i) your full name and residence address, (ii) the e-mail address and/or telephone number associated with your Account, and (iii) a clear statement that you want to opt out of these Terms’ arbitration agreement. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with section 17.

j. Enforceability

If any portion of this section 16 is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms and severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 14. 

These Terms, and any claim, dispute, action, cause of action, issue, or request for relief arising out of or relating to these Terms or your use of the Services shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Notwithstanding the foregoing, the courts in some countries will not apply California law to some types of disputes. If you reside in one of those countries, where California law is excluded from applying, then the laws of your country will apply to such disputes related to these Terms.

If any dispute between the parties is not subject to arbitration or cannot be heard in small claims court, then the state and federal courts located in Santa Clara County, California, will have exclusive jurisdiction. You and the Company waive any objection to venue in any such courts.

a. Entire Agreement
These Terms and all additional terms incorporated herein constitute the entire agreement between you and the Companyregarding the use of the Services. Any failure by the Company to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision.

b. Headings

The section titles and headings in these Terms are for convenience only and have no legal or contractual effect.

c. Severability

If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms willremain in full force and effect and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

d. Assignment
These Terms and any rights or obligations associated thereto may not be assigned or otherwise transferred by you without the Company’s prior written consent. Any attempt by you to assign or transfer these Terms or any rights or obligations associated thereto without such consent will be null and void. We may freely assign or transfer our rights and obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties hereto, their successors and permitted assigns.

e. Protection of Confidentiality and Intellectual Property Rights
Notwithstanding any provisions to the contrary herein, the Company may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.

f. Notifications
You agree that communications and transactions between you and the Company, as required by law or for marketing or other purposes, may be conducted via e-mail to the primary e-mail associated with your Account, mobile notifications, or posting on the Site. The Company is not responsible for any automatic filtering you or your network provider may apply to e-mail notifications.

g. Notice for California Users
If you are a California resident, 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 them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at 1 (800) 952-5210.

h. Security
We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge and agree that you provide your personal information at your own risk.