Last updated August 22, 2023
If You are registering to use the Services on behalf of a business entity or organization, you are representing to Gravity Marketplace that You are authorized to sign for and bind such business entity or organization to accept the terms of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU WILL NOT BE GIVEN ACCESS TO THE SERVICES.
You must register with Gravity Marketplace to access and use the Services. When you register, You will be asked to provide complete and accurate information for You or Your business entity to create Your account (the “Account”).
To protect your Account, You will be required to choose a username and password to access Your Account and all information You upload to Your Account (the “Account Information”). You agree to update Your Account Information promptly if Your Information changes. It is your responsibility to protect the security and privacy of Your username and password. Please do not to share your username and password with any third party, as You will be responsible for any activity in Your Account. If you forget your username and/or password, You can reset it on the site. You agree to notify Us if You believe Your Account has been accessed without your consent or if you believe Your Account has been breached. Gravity Marketplace reserves the right to suspend Your Account and require You to create a new username and/or password in the event of a breach of Your Account.
Subject to all of the terms and conditions of this Agreement, Gravity Marketplace grants you a limited revocable non‐transferable, non‐sublicensable, non‐exclusive license to use the Services.
You will not and You will not allow any third party to: (a) decompile, disassemble, or otherwise reverse engineer the Services or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Services by any means whatsoever except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions; (b) distribute, sell, sublicense, rent, lease or use the Services or any portion thereof for time sharing, hosting, service provider or like purposes; (c) modify any part of the Services, create a derivative work of any part of the Services, or incorporate the Services into or with other software, except to the extent expressly authorized in writing by Gravity Marketplace; or (e) publicly disseminate performance information or analysis including, without limitation, benchmarks from any source relating to the Services.
Except for the limited license rights expressly provided herein, Gravity Marketplace owns all right, title and interest in and to the Services and any software or documentation used therein, including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights, and all copies, modifications and derivative works thereof including any changes which incorporate any of Your ideas, feedback or suggestions.
To protect Gravity Marketplace and all of its users, You agree that You will use the Services in accordance with all operating instructions and procedures and will not take any actions to harm, disrupt or interfere with the operation and delivery of the Services, including but not limited to any of the following:
1) change or attempt to change the configuration of the Services including the modification, transfer, decompilation or disassembly of any source code for the Services;
2) provide false information about Your identity or impersonate another user to gain access to any Account related to the Services without authorization;
3) use the Services in any way that violates applicable law;
4) sublicense, lease, rent, loan, transfer or distribute any portion of the Services without prior written consent from Gravity Marketplace;
5) use the Services to store, backup or distribute material that contains viruses, trojan horses, corrupted files, spyware, malware or any other similar injurious software that may damage the operation of the Services or another user’s computer or property;
6) probe, scan, or test the vulnerability of any aspect of the services;
7) alter, breach, modify or attempt to breach or otherwise circumvent any security or authentication measures included in the Services;
8) access, tamper with, or use areas of the service or other accounts that you are not authorized to use;
9) access or search the services by any means other than the publicly supported interfaces; or
10) overload the Services by uploading an excessive or disproportionate amount of data or content.
If Gravity Marketplace determines that You have engaged in any prohibited activity described above, We may immediately terminate your Account.
Gravity Marketplace may need to interact with third-party software in order to provide the Services, including but not limited to Twilio and Twilio Flex. Third-party software may have its own terms and conditions of use and privacy policies, and Your use of third-party software will be governed and subject to such terms and conditions and privacy policies of the third party. You understand and agree that Gravity Marketplace does not endorse and is not responsible or liable for the availability, performance, behavior, features, or content of any third-party software, or for any transaction you may enter into with the provider of any such third-party software, nor does Gravity Marketplace warrant the compatibility or continuing compatibility of the third-party software with the Services.
CALIFORNIA CONSUMER PRIVACY ACT OF 2018
You and Gravity Marketplace acknowledge and agree that Gravity Marketplace is a “service provider” as defined by the California Consumer Privacy Act of 2018 (“CCPA”) (Cal. Civ. Code § 1798.100 et seq.). This will apply if Gravity Marketplace processes personal information on your behalf when you disclose to us the personal information of your consumers (“Customers’ Contact Data”) in order to use the Services.
When we process Customers’ Contact Data on Your behalf, We agree that We will not:
Retain, use, or disclose Customers’ Contact Data We process in connection with the Services for any purpose other than for performing the Services in this Agreement and Your instructions;
Use or process Customers’ Contact Data for commercial purposes or direct marketing;
Sell or promote the sale of Customers’ Contact Data; and
Disclose or transfer Customers’ Contact Data to unauthorized personnel or parties, or outside the direct business relationship between You and Gravity Marketplace.
Gravity Marketplace offers a free and paid Service. Pricing may vary by location and will be based on the billing information you provide Us at the time of purchase. You can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.
If you subscribe for a business entity or organization plan, you are billed based on the number of users. When you add people, you will be billed for them on your next Billing Date (as defined below) unless they delete their Account or are removed by you prior to the Billing Date. Gravity Marketplace will confirm the number of additional people and the associated subscription fees as you add them to your account. The applicable “Billing Date” is as follows: (i) if you are on a monthly subscription, the date of your next monthly renewal; (ii) if you are on an annual subscription, every 12 months after the start date of your subscription. You will not receive a refund or credit for removing people from your Account that have already been paid for.
Your subscription fees are inclusive of all taxes unless otherwise specified or stated on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.
You can stop using the Service and/or cancel your subscription at any time via Your Account settings. If you cancel your subscription you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.
Gravity Marketplace reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.
Unless otherwise specified, all amounts payable under this Agreement are denominated in U.S. dollars and Customer will pay all such amounts in U.S. dollars, and fees are based on subscriptions purchased and not actual use of the Services.
For business entities and organizations that elect to be invoiced, subscription fees will be invoiced upon execution of an applicable Order Form and, for each renewal term, at the commencement of such renewal term. Unless otherwise specified on the applicable Order Form, You will pay all amounts due prior to being given access to the Services. Fees for each renewal term are due on the first day of such renewal term.
When You provide Gravity Marketplace with credit card information, You authorize Gravity Marketplace to charge Your credit card for all subscription(s) on the applicable Order Form and for any renewal term fees. You are responsible for providing complete and accurate billing and contact information and promptly notifying Gravity Marketplace of any changes to such information.
Any amount not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law, whichever is less, determined and compounded daily from the date due until the date paid. If any amount is not paid when due, Gravity Marketplace may condition future access to the Services to the immediate payment of outstanding subscription fees.
Subscription Fees do not include any taxes, levies, duties or similar assessments of any nature including value-added, sales, use or withholding taxes (the “Taxes”). Customer is responsible for paying all Taxes under this Agreement. If Gravity Marketplace has the legal obligation to pay or collect Taxes under this section, Gravity Marketplace will invoice Customer unless Customer provides Gravity Marketplace with a valid tax exemption certificate. Gravity Marketplace is responsible for taxes assessed against it based on its income, property or employees.
Gravity Marketplace may immediately suspend Your account and access to the Services if (i) Customer fails to make payment due within 5 business days after Gravity Marketplace has provided Customer with written notice of such failure; (ii) Customer violates this Agreement; or (iii) if reasonably required to prevent unauthorized access to Customers’ Contact Data. Any suspension by Gravity Marketplace of Customer’s access to the Software under the preceding sentence will not relieve Customer of its payment obligations.
TERM OF AGREEMENT
You can elect a monthly or annual subscription when you sign up for the Services. Your subscription(s) will automatically renew for additional periods equal to the expiring term unless a different term is selected; or 2) either party provides written notice of non-renewal at least 30 days prior to the end of the relevant subscription term.
This Agreement starts when you access the Services and continues until all subscription(s) have expired unless it is terminated earlier according to this section. Gravity Marketplace has the right to terminate access to the Services if You fail to make payment of any renewal subscription fees at or prior to the time of renewal. Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party and not dismissed within sixty (60) days. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise. Upon any expiration or termination of this Agreement, you shall cease any and all use of any Services and Gravity Marketplace will be immediately uninstalled from your Twilio account.
General shall survive any termination or expiration of this Agreement.
DISCLAIMER OF WARRANTIES
YOU AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR OWN RISK AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER GRAVITY MARKETPLACE NOR ITS SUPPLIERS AND THEIR RESPECTIVE AFFILIATES MAKE ANY OTHER WARRANTIES OR UNDERTAKINGS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. CERTAIN JURISDICTIONS MAY NOT PERMIT SOME OF THE EXCLUSIONS STATED ABOVE, AND AS A RESULT THEY MAY NOT APPLY TO YOU.
LIMITATION OF REMEDIES AND DAMAGES
12.1 NEITHER YOU NOR GRAVITY MARKETPLACE, INCLUDING GRAVITY MARKETPLACE’S SUPPLIERS, SHALL BE LIABLE FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THIS SECTION SHALL NOT APPLY TO YOU WITH RESPECT TO ANY CLAIM ARISING WITH RESPECT TO THE LICENSE, RESTRICTIONS ON THE LICENSE OR CONFIDENTIAL INFORMATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, GRAVITY MARKETPLACE AND ITS SUPPLIERS’ ENTIRE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNT ACTUALLY PAID BY YOU TO GRAVITY MARKETPLACE FOR THE MOST RECENT SUBCRIPTION PERIOD.
The parties agree that the above limitations will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
The Services and any software, documentation or technical information provided by Gravity Marketplace shall be deemed “Gravity Marketplace Confidential Information” without any marking or further designation. Except as expressly authorized herein, you will hold in confidence and not use or disclose any Gravity Marketplace Confidential Information. You acknowledge that disclosure of Gravity Marketplace Confidential Information would cause substantial harm to Gravity Marketplace that could not be remedied by the payment of damages alone and therefore that upon any such disclosure by you, Gravity Marketplace shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
You agree that We may disclose you as a customer of Gravity Marketplace.
This Agreement will bind and inure to the benefit of Your permitted successors and assigns. Gravity Marketplace may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Gravity Marketplace’s assets or voting securities. You may not assign or transfer this Agreement, in whole or in part, without Gravity Marketplace’s written consent. Any attempt to transfer or assign this Agreement without such written consent will be null and void.
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
This Agreement shall be governed by the laws of the State of Delaware without regard to conflicts of laws provisions thereof. The jurisdiction and venue for actions related to the subject matter hereof shall be the courts of the State of Georgia and both parties hereby submit to the personal jurisdiction of such courts.
Any notice or report hereunder shall be in writing via the Gravity Marketplace site, to the attention of “Legal Department”. If to you, such notice or report shall be sent to the email address you provided upon placing your order.
No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. No provision of any purchase order or in any other business form employed by you will supersede the terms and conditions of this Agreement, and any such document issued by a party hereto relating to this Agreement shall be for administrative purposes only and shall have no legal effect.
The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events, which occur after the signing of this Agreement and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, pandemics, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.