Terms of Service
October 21, 2020
By signing up for a GravityCerts Account (as defined in Section 1) or by using any GravityCerts Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us” and “GravityCerts” means the applicable GravityCerts Contracting Party (as defined in Section 4 below).
The services offered by GravityCerts under the Terms of Service include various products and services to help you sell or market goods and services to buyers, whether online (“Online Services”) by enabling you to create and build your own insurance website, in person (“POS Services”), or both. Any such services offered by GravityCerts are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. You can review the current version of the Terms of Service at any time at https://gravitycerts.com/terms-of-service/. GravityCerts reserves the right to update and change the Terms of Service by posting updates and changes to the GravityCerts website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you, and if you do not accept such amendments, you must cease using the Services.
Everyday language summaries are provided for convenience only and appear in bold under each section, but these summaries are not legally binding. Please read the Terms of Service, including any document referred to in these Terms of Service, for the complete picture of your legal requirements. By using GravityCerts or any GravityCerts services, you are agreeing to these terms. Be sure to occasionally check back for updates.
1. Account Terms
- To access and use the Services, you must register for a GravityCerts account (“Account”) by providing your full legal name, and valid email address, and any other information indicated as required. GravityCerts may reject your application for an Account, or cancel an existing Account, for any reason, in our sole discretion.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
- You confirm that you are receiving any Services provided by GravityCerts for the purposes of carrying on a business activity and not for any personal, household or family purpose.
- You acknowledge that GravityCerts will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to GravityCerts and your primary Account email address must be capable of both sending and receiving messages. Your email communications with GravityCerts can only be authenticated if they come from your primary Account email address.
- You are responsible for keeping your password secure. GravityCerts cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You acknowledge that you are responsible for the operation of your GravityCerts Website.
- GravityCerts is not a marketplace. Any contract of sale through your GravityCerts Website is directly between you and the buyer.
- You are responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
- A breach or violation of any term in the Terms of Service, including the AUP, as determined in the sole discretion of GravityCerts may result in an immediate termination of your Services.
What does this mean?
Your are responsible for your Account and any Materials you upload to the GravityCerts Website service. Remember that if you violate these terms we have the ability to cancel your service.
If we need to reach you, we will send you an email.
2. Account Activation
2.1 Website Owner
- Subject to section 2.1(2), the person signing up for the Service by opening an Account will be the contracting party (“Website Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Website Owner in connection with the Service. You are responsible for ensuring that the name of the Website Owner (including the legal name of the company that owns the Website, if applicable) is clearly visible on the Website.
- If you are signing up for the Services on behalf of your employer, your employer shall be the Website Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Your GravityCerts Website can only be associated with one Website Owner. A Website Owner may have multiple GravityCerts Websites. “Website” means the online website or physical agency location(s) associated with the Account.
2.2 Staff Accounts
- Based on your GravityCerts pricing plan, you can create one or more staff accounts (“Staff Accounts”) allowing other people to access the Account. With Staff Accounts, the Website Owner can set permissions and let other people work in their Account while determining the level of access by Staff Accounts to specific business information (for example, you can limit Staff Account access to page information on the Pages page or prevent Staff Accounts from changing general website settings).
- The Website Owner is responsible and liable for the acts, omissions and defaults arising from use of Staff Accounts in the performance of obligations under these Terms of Service as if they were the Website Owner’s own acts, omissions or defaults.
- The Website Owner and the users under Staff Accounts are each referred to as a “Website User”.
2.3 License Holders
- The GravityCerts License is registered to the email address of the original purchaser of the GravityCerts License. The account holder retains the rights to the license and account even if the account/key is renewed or upgraded by another party, unless transferred in accordance with these Terms. Only then-current owner of the account to which the GravityCerts License is registered may request and receive Support or access Support resources.
- GravityCerts License holders cannot distribute, giveaway, permit others to use, or resell their GravityCerts License. The GravityCerts License is transferable, provided that (i) you require the party to which you transfer the license (“Transferee”) to abide by these Terms and (ii) you complete the “Transfer” option for the GravityCerts License you wish to transfer on the Licenses Page.
- GravityCerts is intended to be used on your web site(s). Use of GravityCerts on your client’s site is permitted in situations where you maintain an ongoing relationship with the client as a consultant. You are prohibited from providing GravityCerts as a service or providing GravityCerts as part of a web hosting solution. Providing GravityCerts as a service or providing GravityCerts as part of a web hosting solution does not constitute an ongoing client/consultant relationship.
- You are not permitted to re-post, copy, distribute, or otherwise make available any Documentation on any external websites, social media outlets, etc. By way of example, posting screen captures of this content is also prohibited. Violation will be grounds for immediate termination of the GravityCerts License and all access to Support and Updates.
2.4 Domain Names
- You acknowledge that GravityCerts is not responsible for purchasing, activating, maintaining, or renewing your domain name. It is your sole responsibility to do so.
What does this mean?
Only one person can be the “Website Owner”, usually the person signing up for the GravityCerts Service. The Website Owner is responsible for the Account, is bound by the Terms of Service and is responsible for the actions of others accessing the Account. If you sign up on behalf of your employer, your employer is the Website Owner responsible for your Account.
When you purchase a GravityCerts license you may not resell or redistribute the plugin or license.
You are responsible for activating and deactivating accounts and complying with the terms, which are with various third parties.
Any domain purchase is the responsibility of the Website Owner.
- After we have successfully processed your payment for the initial purchase of a GravityCerts License, you will receive an email with instructions to activate your GravityCerts account. This may take up to 1 hour to arrive but usually happens within minutes of placing the order. If you do not receive an email after this time period, please contact us. You may then login to view your GravityCerts License key, download our Products and/or receive Support.
- If you have purchased a new GravityCerts License while logged in to your GravityCerts account, the new license will be automatically associated with your account and will be available in your Licenses page.
What does this mean?
After purchasing a license you will receive an email to download the GravityCerts Plugin. The plugin license is also available in your Account Licenses page.
4. Automatic Updates
- GravityCerts may from time to time in its sole discretion develop and provide updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features for its Products (collectively, including related Documentation, “Updates”). Updates may modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You further agree that all Updates will be deemed part of the Products and be subject to the Terms.
- Updates are available to only websites that are registered with a valid and non-expired GravityCerts License.
What does this mean?
If your license key is valid and active, you are eligible for product updates.
5. General Conditions
- Time is of the essence in this Terms of Service.
- This Terms of Service may be executed in counterparts.
- Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Terms of Service. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- Technical support in respect of the Services is only provided to Website Users.
- The Terms of Service shall be governed by and interpreted in accordance with the laws of The United States applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- You acknowledge and agree that GravityCerts may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on GravityCerts’ website, available at https://gravitycerts.com/terms-of-service/ and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to GravityCerts’ website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
- You may not use the GravityCerts Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of The United States. You will comply with all applicable laws, rules and regulations in your use of the Service and your performance of obligations under the Terms of Service.
- You are solely responsible keeping your API Credentials secure.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by GravityCerts.
- You shall not purchase search engine or other pay per click keywords (such as Google Ads), or domain names that use GravityCerts or GravityCerts trademarks and/or variations and misspellings thereof.
- Questions about the Terms of Service should be sent to [email protected].
- You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
- The Services may allow you to send certain communications to your customers by short message service (SMS) messaging (for example, sending communications via SMS) (the “SMS Services”). You will only use the SMS Services in compliance with these Terms of Service, and the laws of the jurisdiction from which you send messages, and in which your messages are received.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and GravityCerts’ Terms of Service available in another language, the most current English version of the Terms of Service at https://gravitycerts.com/terms-of-service/ will prevail. Any disputes arising out of these Terms of Service will be resolved in English unless otherwise determined by GravityCerts (acting in its sole discretion) or as required by applicable law.
- All the terms and provisions of the Terms of Service shall be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. GravityCerts shall be permitted to assign these Terms of Service without notice to you or consent from you. You shall have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without GravityCerts’ prior written consent, to be given or withheld in GravityCerts’ sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.
What does this mean?
The GravityCerts service belongs to us. You are not allowed to rip it off or use it for any illegal or sketchy purpose. If you or your employees or contractors use GravityCerts, you will comply with our terms.
Your Materials may be transferred unencrypted and may be altered, but credit card information is always encrypted.
6.GravityCerts Contracting Party
- If the billing address of your Account is located in the United States or outside the United States this Section 4(1) applies to you:a. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of The United States with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
What does this mean?
If a dispute arises you may bring an action in the United States.
7. GravityCerts Rights
- We reserve the right to modify or terminate the Services for any reason, without notice at any time. Not all Services and features are available in every jurisdiction and we are under no obligation to make any Services or features available in any jurisdiction.
- We reserve the right to refuse service to anyone for any reason at any time.
- We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a Website, or the Materials uploaded or posted to a Website, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any GravityCerts customer, GravityCerts employee, member, or officer will result in immediate Account termination.
- GravityCerts does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service, including your Website.
- We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that GravityCerts employees and contractors may also be GravityCerts customers/merchants and that they may compete with you, although they may not use your Confidential Information (as defined in Section 8) in doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, your status as an employee of an entity, etc.
- GravityCerts retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful Website Owner. If we are unable to reasonably determine the rightful Website Owner, without prejudice to our other rights and remedies, GravityCerts reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.
What does this mean?
We can modify, cancel or refuse the service at anytime.
In the event of an ownership dispute over a GravityCerts account, we can freeze the account or transfer it to the rightful owner, as determined by us.
- “Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific Business Information, Technical Processes and Formulas, Computer Software, Financial and Accounting records, Work Product, Business Strategies, Other Proprietary Data, Business Operations, Computer Technology and Marketing and Development Operations, Customer Lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, Product Designs, Sales, Costs (including any relevant processing fees), Price Lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. GravityCerts’ Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices. Confidential Information also includes any information that has been disclosed by a third party to you and governed by a non-disclosure agreement entered into between the third party and you. Confidential Information will not include information that:
- is generally known in your industry;
- is now or subsequently becomes generally available to the public through no wrongful act of GravityCerts;
- GravityCerts rightfully had in its possession prior to receiving the Confidential Information from you;
- is independently created by GravityCerts without direct or indirect use of the Confidential Information; or;
- ‘Work Product’ means work product resulting from or related to work or projects performed or to be performed for you or for the clients of you, of any type or form in any stage of actual or anticipated research and development;
- ‘Business Strategies’ means processes used in the creation, production and manufacturing of the Work Product, including but not limited to marketing techniques and materials, business partners, work-flow processes and procedures, equipment, devices, programs, and designs;
- ‘Other Proprietary Data’ means information relating to your proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, production data, underwriters and brokers information, the status and details of appointments and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
- ‘Business Operations’ means internal personnel and financial information, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting your business;
- ‘Computer Software’ means all sets of statements, instructions or programs, whether in human readable or machine readable form, that are expressed, fixed, embodied or stored in any manner and that can be used directly or indirectly in a computer (‘Computer Programs’); any report format, design or drawing created or produced by such Computer Programs; and all documentation, design specifications and charts, and operating procedures which support the Computer Programs;
- ‘Computer Technology’ means all scientific and technical information or material pertaining to any machine, appliance or process, including specifications, proposals, models, designs, formulas, test results and reports, analyses, simulation results, tables of operating conditions, materials, components, industrial skills, operating and testing procedures, shop practices, know-how and show-how;
- ‘Marketing and Development Operations means marketing and development plans, price and cost data, commissions and fee amounts, invoicing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of your business which have been or are being discussed; and
- ‘Client and Customer’ means names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased licensed or received by clients of your business.
- Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
What does this mean?
Both you and GravityCerts agree to use the Confidential Information of the other only to perform the obligations in these Terms of Service. Confidential Information must be protected as respected.
9. Limitation of Liability
- You expressly understand and agree that, to the extent permitted by applicable laws, GravityCerts shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
- To the extent permitted by applicable laws, in no event shall GravityCerts or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, GravityCerts partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
- Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- GravityCerts does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
- GravityCerts does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
- GravityCerts is not responsible for any of your tax obligations or liabilities related to the use of GravityCerts’ Services.
- GravityCerts does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
What does this mean?
We are not responsible if you break the law, breach this agreement or go against the rights of a third party, especially if you get sued.
Service is “as is” so it may have errors or interruptions and we provide no warranties an our liability is limited.
10. Waiver, Severability, and Complete Agreement
The failure of GravityCerts to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service shall remain in full force and effect.
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and GravityCerts and govern your use of the Services and your Account, superseding any prior agreements between you and GravityCerts (including, but not limited to, any prior versions of the Terms of Service).
What does this mean?
If GravityCerts chooses not to enforce any of these provisions at any time, it does not mean that we give up that right later.
These Terms of Service make up the agreement that applies to you. This means that any previous agreements between you and GravityCerts don’t apply if they conflict with these terms.
11. Intellectual Property and Customer Content
- “Intellectual Property” shall include design rights, copyrights, patent applications patents, and any rights to trade secrets, trade and business names, inventions, logos and devices, trade and service marks (registered or unregistered) and any applications therefore and all rights in a party’s Confidential Information.
- Nothing in these Terms or in any GravityCerts Service will transfer any right, title or interest in a GravityCerts’ designs, inventions, patents, copyrights, trade secrets, trade names or other Intellectual Property to you or any third party.
- We do not claim any intellectual property rights over the Materials you provide to the GravityCerts Service. All Materials you upload to your GravityCerts Website remains yours. You can remove your GravityCerts Website at any time by deleting your Account.
- By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your Website; (b) to allow GravityCerts to store, and in the case of Materials you post publicly, display and use your Materials; and (c) that GravityCerts can, at any time, review and delete all the Materials submitted to its Service, although GravityCerts is not obligated to do so.
- You retain ownership over all Materials that you upload to the Website; however, by making your Website public, you agree to allow others to view Materials that you post publicly to your Website. You are responsible for compliance of the Materials with any applicable laws or regulations.
- GravityCerts shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your Website to promote the Service.
- Unless otherwise stated in writing by GravityCerts, all Intellectual Property developed by GravityCerts in connection with the services shall be exclusively owned by GravityCerts. GravityCerts has the right to incorporate suggestions from you into our Intellectual Property without limitation and without any additional consideration from you.
- You understand and agree that the strategies, designs, templates, layouts, structure, code, database, files, images, videos, methodologies, skills, experience, ideas, concepts, know how, general knowledge and techniques used by GravityCerts in the course of performing the Service are all part of GravityCert’s proprietary Intellectual Property and are owned exclusively by GravityCerts.
What does this mean?
Anything you upload remains yours and is your responsibility.
12. GravityCerts Email
- GravityCerts employs certain controls to scan the content of emails you deliver using the Email Services prior to delivery (“Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service, or GravityCerts’ Acceptable Use Policy (collectively, “Threats”). By using the Email Services, you explicitly grant GravityCerts the right to employ such Content Scanning. GravityCerts does not warrant that the Email Services will be free from Threats, and each GravityCerts Website Owner is responsible for all content generated by their respective Websites.
- BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). GRAVITYCERTS, OR ITS THIRD PARTY PROVIDERS, MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.
- Your use of the Email Services must comply with all applicable laws. Examples of applicable laws include laws relating to spam or unsolicited commercial email (“UCE”), privacy, security, obscenity, defamation, intellectual property, pornography, terrorism, homeland security, gambling, child protection, and other applicable laws. It is your responsibility to know and understand the laws applicable to your use of the Email Services and the emails you generate or send through the Email Services.
- You will use commercially reasonable efforts not to send sensitive personal data, including information regarding an individual’s medical or health condition, race or ethnic origin, political opinions, religious or philosophical beliefs, or other sensitive data (collectively, “Sensitive Data”) through the Email Services. It is your responsibility to read and understand your obligations in relation to Sensitive Data.
- Your use of the Email Services must follow all applicable guidelines established by GravityCerts. The guidelines below are examples of practices that may violate the Email Services Requirements when generating, or sending emails through the Email Services:
- using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from you by affirmatively opting-in to receive those emails);
- using purchased or rented email lists;
- using third party email addresses, domain names, or mail servers without proper permission;
- sending emails to non-specific addresses (e.g., [email protected] or [email protected]);
- sending emails that result in an unacceptable number of spam or UCE complaints (even if the emails themselves are not actually spam or UCE);
- failing to include a working “unsubscribe” link in each email that allows the recipient to remove themselves from your mailing list;
- failing to comply with any request from a recipient to be removed from your mailing list within 10 days of receipt of the request;
- disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers, or transmission path information for any email;
- failing to include in each email your valid physical mailing address or a link to that information; or
- including “junk mail,” “chain letters,” “pyramid schemes,” incentives (e.g., coupons, discounts, awards, or other incentives) or other material in any email that encourages a recipient to forward the Email to another recipient.
- If You or a customer knows of or suspects any violations of the Email Services Requirements, please notify GravityCerts at [email protected]. GravityCerts will determine compliance with the Email Services Requirements in its discretion.
- GravityCerts’ Email Services utilize Third Party Providers. Your use of the Email Services is subject to the Acceptable Use Policy of GravityCerts and Third Party Providers as it may be amended from time to time.
- GravityCerts may on occasion send you email notifications related to the GravityCerts License to the Website Owner’s Account email. These transactional emails may include notification of licensing changes, changes to our Terms and Conditions, license expiration notices and other transactional emails related to your purchase of a GravityCerts License. By purchasing the GravityCerts License you agree to receive these transactional emails and that these transactional emails are binding as if set forth in these Terms and Conditions.
What does this mean?
By using the Email Services, you agree that GravityCerts may use certain tools to ensure the content of the emails sent through the service is safe and compliant with our policies.
13. Payment of Fees
- You will pay the Fees applicable to your subscription to Online Service and/or POS Services (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to your purchase or use of any products or services such as GravityCerts Website, or Gravity Plugins, or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
- You must keep a valid payment method on file with us to pay for all incurred and recurring Fees. GravityCerts will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and GravityCerts will continue to charge the Authorized Payment Method for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
- GravityCerts Website Subscription Fees are paid in advance and will be billed in advance in 30 day intervals (each such date, a “Billing Date”). GravityCerts Plugin Subscription Fees are paid in advance and will be billed in annual (365) day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees may be charged from time to time at GravityCerts’ discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on the Account page of your GravityCerts Account administration console. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
- Once your pay your website setup fee, your monthly billing cycle will begin 30 days from the date you sign up.
- If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account or administrative pages during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, GravityCerts reserves the right to terminate your Account.
- All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
- You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of GravityCerts’ products and services. To the extent that GravityCerts charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to GravityCerts of your exemption. If you are not charged Taxes by GravityCerts, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
- For the avoidance of doubt, all sums payable by you to GravityCerts under these Terms of Service shall be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by GravityCerts to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law shall be borne by you and paid separately to the relevant taxation authority. GravityCerts shall be entitled to charge the full amount of Fees stipulated under these Terms of Service to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
- You are responsible for all applicable Taxes that arise from or as a result of any sale on your GravityCerts Store.
- You must maintain an accurate location in the administration menu of your GravityCerts Website. If you change jurisdictions you must promptly update your location in the administration menu.
What does this mean?
A valid payment method (like a credit card) is required for all accounts. You will be billed for your Subscription Fees every 30 days if you are using a GravityCerts Website. You will be billed annually, every 365 days for your Subscription Fees if you are using the GravityCerts Plugin. Any Transaction Fees or Additional Fees will be charged to your payment method. If we are not able to process payment of Fees using your payment method, we will try again in 3 days. If we are unable to process payment of Fees on the second attempt, we will make a third and final attempt three days later. If payment of Fees is unsuccessful after three attempts, GravityCerts may freeze your website. You may be required to self-remit Taxes to your local taxing authority.
14. Cancellation and Termination
- You may cancel your Account and terminate the Terms of Service at any time by contacting GravityCerts Support and then following the specific instructions indicated to you in GravityCerts’ response.
- Upon termination of the Services by either party for any reason:
- GravityCerts will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to GravityCerts for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- your Website will be taken offline.
- Except as otherwise provided in this Terms of Service, all rights and obligations under this Agreement will be terminated.
- If at the date of termination of the Service, there are any outstanding Fees owing by you, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
- We reserve the right to modify or terminate the GravityCerts Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
- Fraud: Without limiting any other remedies, GravityCerts may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
What does this mean?
To initiate a termination contact Support. GravityCerts will respond with specific information regarding the termination process for your account. If you cancel in the middle of your billing cycle, you’ll have one last email invoice.
We may charge or terminate your account at any time. Any fraud and we will suspend or terminate your account.
- We will be happy to consider a refund provided if it meets the terms of our Refund Policy, as determined in our sole discretion. Please review the refund policy fully before requesting a refund through https://gravitycerts.com/refund-policy (the “Licenses Page”). A refunded GravityCerts License is immediately terminated.
- GravityCert’s website set-up fee/activation fee is non-refundable once the project begins.
- Please note that we reserve the right to change or modify the current refund policy with no prior notice.
What does this mean?
If your refund request meets the requirements of our Refund Policy, request a refund on our Support page.
Website setup fees are non-refundable.
16. Modification to the Service and Prices
- Prices for using the Services are subject to change upon 30 days’ notice from GravityCerts. Such notice may be provided at any time by posting the changes to the GravityCerts Site (gravitycerts.com) or the administration menu of your GravityCerts Website via an announcement.
- GravityCerts reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
- GravityCerts shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
What does this mean?
We may change or discontinue the service at anytime, without liability.
17. Third Party Services
- GravityCerts may from time to time recommend, provide you with access to, or enable third party software, applications (“Plugins”), products, services or website links (collectively, “Third Party Services”) for your consideration or use. Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Third Party Providers.
- Any use by you of Third Party Services offered through the Services, or GravityCerts’ website is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, GravityCerts may receive a revenue share from Third Party Providers that GravityCerts recommends to you or that you otherwise engage through your use of the Services, or GravityCerts’ website.
- We do not provide any warranties or make representations to you with respect to Third Party Services. You acknowledge that GravityCerts has no control over Third Party Services and shall not be responsible or liable to you or anyone else for such Third Party Services. The availability of Third Party Services on GravityCerts’ websites, or the integration or enabling of such Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with GravityCerts. GravityCerts does not guarantee the availability of Third Party Services and you acknowledge that GravityCerts may disable access to any Third Party Services at any time in its sole discretion and without notice to you. GravityCerts is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third Party Service. GravityCerts strongly recommends that you seek specialist advice before using or relying on Third Party Services, to ensure they will meet your needs. In particular, tax calculators should be used for reference only and not as a substitute for independent tax advice, when assessing the correct tax rates you may charge to your customers.
- The relationship between you and any Third Party Provider is strictly between you and such Third Party Provider, and GravityCerts is not obligated to intervene in any dispute arising between you and a Third Party Provider.
- Under no circumstances shall GravityCerts be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider. These limitations shall apply even if GravityCerts has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
- You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, GravityCerts partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.
What does this mean?
We are not responsible for third party services so use them at your own risk. If you use Third Party Services on GravityCerts platform, you permit us to send your data to those services. If you use Third Party Services you agree that we do not provide a warranty, so get advise beforehand.
18. Links to Other Web Sites
- Our Service may contain links to third party web sites or services that are not owned or controlled by GravityCerts.
- GravityCerts has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
- You acknowledge and agree that GravityCerts shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
- We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
What does this mean?
We have no control over other websites content that we link to on GravityCerts. We are not responsible for them.
19. Beta Services
From time to time, GravityCerts may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all Website Owners (“Beta Services”). Beta Services may be subject to additional terms and conditions, which GravityCerts will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered GravityCerts Confidential Information and subject to the confidentiality provisions in this Terms of Service. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without GravityCerts’ prior written consent. GravityCerts makes no representations or warranties that the Beta Services will function. GravityCerts may discontinue the Beta Services at any time in its sole discretion. GravityCerts will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. GravityCerts may change or not release a final or commercial version of a Beta Service in our sole discretion.
20. Feedback and Reviews
GravityCerts welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to GravityCerts be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to GravityCerts (whether submitted directly to GravityCerts or posted on any GravityCerts hosted forum or page), you waive any and all rights in the Feedback and that GravityCerts is free to implement and use the Feedback if desired, as provided by you or as modified by GravityCerts, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to GravityCerts must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. GravityCerts reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
21. DMCA Notice and Takedown Procedure
GravityCerts supports the protection of intellectual property and asks GravityCerts customers to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our customers is infringing their intellectual property rights, they can send a DMCA Notice to GravityCerts’ designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the customer can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the customer from engaging in the infringing activity, otherwise we restore the material.
What does this mean?
GravityCerts respects intellectual property rights and you should too. If we receive a DMCA Notice, we may disable access or remove the allegedly infringing content from your website. If you don’t think the claim is valid, you can proceed with a counter notification.
If you believe one of our customers is infringing your intellectual property rights you can send GravityCerts a DMCA Notice. We will expeditiously disable access or remove the content and notify the customer.
22. Rights of Third Parties
Save for GravityCerts and its affiliates, GravityCerts Users or anyone accessing GravityCerts Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.
What does this mean?
Only GravityCerts, GravityCerts Users and persons accessing GravityCerts Services have any rights under these Terms of Service.
23. Privacy and Data Protection
What does this mean?
24. Governing Law
This Agreement will be construed in accordance with and governed by the laws of the State of Oregon.
We reserve the right to alter these Terms and Conditions at any time for any reason. These Terms may not be altered by you without GravityCert’s prior written agreement. Only GravityCerts may assign these Terms.
October 21, 2020