GRATIFY TERMS OF USE

Last Modified: December 10, 2018

  1. INTRODUCTION

Thank you for choosing Gratify! These Terms of Use (the “Terms”) cover your rights and obligations relating to your access and use of the Gratify website, service, applications, and related services, which may include a web application, mobile application, Slack bot and application, and/or other related services provided by us (collectively, the “Service”). All references to “we”, “us”, “our”, or “Gratify” refer to Gratify LLC, a Delaware limited liability company. All references to “you”, “your”, or “user” refers to the end-user of the Service, which includes users who seek help from a freelancer through the Service (“Client Users”) and freelancers who get matched to Client Users through the Service (“Freelancers”). In addition to these Terms, please review the Gratify Privacy Policy www.gratify.chat/privacy, which describes our practices related to collection and use of your information to provide the Service. These Terms apply to our Privacy Policy as well. By using the Service, you represent and agree that you have read, understand, and agree to be bound by both these Terms and our Privacy Policy as binding agreements. Further, you agree that these Terms and our Privacy Policy apply to your past use, if any, of the Service prior to the Effective Date.

PLEASE CAREFULLY READ THESE TERMS, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND RESPONSIBILITIES, INCLUDING LIMITATION OF OUR LIABILITY AND BINDING ARBITRATION. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SERVICE.

Do not hesitate to contact us at info@gratify.ai if you have any questions or want to discuss either of these important documents.

  1. AGE POLICY; PERMITTED USERS

We do not intend that the Service be used by anyone under 18 years old. If we learn or have reason to suspect that a user is under 18 years of age, we will promptly delete that person’s account and any personally identifiable information in that user’s account. Further, you represent and warrant that your use of the Service does not and will not conflict with any pre-existing obligation in conflict or in any way inconsistent with the provisions of these Terms.  

  1. OVERVIEW OF SERVICE

The Service fundamentally provides a platform for Client Users to find and hire Freelancers to execute discrete jobs (“Tasks”). The Service is simply a platform for users to connect with each other, but by using the Service, you agree that Gratify is not a party to any arrangement created through the Service. Gratify does not introduce Client Users to Freelancers and does not help Freelancers secure paid work. As such, Gratify does not charge a finder’s fee, or any similar fee, when a Freelancer and Client User agree to work together. However, users are required to use the Service to pay and receive payment for their work at the rates set by the Freelancer if such work was identified using the Service.  

  1. FREELANCER ONBOARDING

In order to become a Freelancer on the Service, you must complete our application process, which may include (without limitation) the following: an online application, interviews by Gratify, review of third party sources by Gratify, a requirement to submit sample work product, and identity verification by Gratify or third parties working with Gratify. You agree that when you apply to become a Freelancer, and periodically thereafter, Gratify and third parties retained by Gratify may execute any and all such actions as may be deemed necessary by Gratify to verify your identity and ownership of financial accounts, including but not limited to: validation against third-party databases, verification of one or more official government or legal documents that confirm your identity, and others. When requested, you must provide us with information about you to allow us to adequately undertake such identity verification.

Upon review of information provided by you to Gratify, if Gratify determines, in its sole discretion, that you are qualified to be a Freelancer on the Service, then Gratify will assign you to a specific channel (or multiple channels) on the Service based on your skills and experience.

You certify that all information you provide to Gratify during the application and onboarding process and thereafter is entirely true and complete, and is not misleading in any way. You further agree that Gratify may, at any time, with or without cause, and in its sole discretion, modify the channels to which you are assigned or revoke your access to the Service as a Freelancer.

  1. FREELANCER REQUIREMENTS

In addition to all other obligations contained in these Terms, as a Freelancer, you agree to each of the following requirements.

As a Freelancer, you agree to be bound by the rates you specify to the Client User and not to charge or attempt to charge more than the rates you have specified to the Client User (whether through the Service or otherwise).

You further agree as a Freelancer that Gratify shall not be responsible for any underpayment, nonpayment, failed payment, disputed payment, or any other incident which may result in you not receiving payment from a Client User or from Gratify for any reason. In order to protect against the possibility of such a payment issue, you agree that you will not charge a Client User until (a) you have completed the Task in its entirety, (b) you have provided the agreed upon deliverables to Gratify as instructed by Gratify through the Service, and (c) you have communicated to Gratify that you have completed the Task and that you will be billing the Client User for the Task.

You further agree as a Freelancer that you will not provide any agreed upon deliverables to a Client User unless and until Gratify has provided you notice that the payment information provided by the Client User has been verified.

  1. PAYMENT PROCESS & SERVICE FEES

Gratify may provide suggested hourly rates for all projects agreed upon through the Service by Client Users and Freelancers. However, users can negotiate and agree upon the fee that the Freelancer will charge the Client User for a given Task.

Client Users who have agreed to pay a Freelancer to complete a Task must insert their payment information into the Service. Client Users may not request or access any agreed upon deliverables through the Service unless and until Client User has provided Gratify with the user’s payment information and such information has been verified by Gratify (through our third party payment processor).

Upon verification of a Client User’s payment information, and upon completion of the agreed upon Task, Freelancer shall charge the Client User for the Task.

Freelancer will be paid within a reasonable time of charging the Client User for the Task. Gratify may charge the Client User’s payment information anytime after the Task has been marked complete. Payment is contingent on Freelancer meeting the following requirements: (a) the Task has been completed per the terms agreed upon by the Freelancer and Client User, (b) the Task has been marked as complete, (c) the Freelancer has signed up for an account with the payment processor through the Service, and (d) any other conditions of payment established by Gratify from time to time have been met.  

Although Gratify may, in its sole discretion, assist users in resolving disputes between users, Gratify does not assume any responsibility for resolving such disputes. Users are responsible for resolving such disputes and may choose to pursue resolution through the dispute resolution mechanism provided by the third party payment processor used for the transaction.

Gratify charges three fees: a fixed service fee, a service fee based on the total agreed upon fees for any given Task, and a monthly service fee for Freelancers. This service fee is deducted from the amount paid to the Freelancer upon final payment to the Freelancer. We reserve the right to raise or reduce our service fees at any time without prior notice or consent, except that we will not raise the service fee for a Task that has already been agreed upon by a Freelancer and Client User.

  1. CONTRACTUAL AGREEMENT AMONG USERS

When a Freelancer and a Client User agree to a given Task, the following terms contained in this section apply to the relationship between the users (the “User Agreement”). These Terms are expressly incorporated by reference into the User Agreement. The User Agreement may be amended by the users and additional terms may be agreed upon by the users, however, in no case shall any amendment or addition to the User Agreement alter, or purport to alter, Gratify’s rights under these Terms, nor shall any amendment or addition to the User Agreement change, or purport to change, the fees agreed upon through the Service, nor the payment process stated in these Terms. Any such purported amendment or addition to the User Agreement shall be considered void as to Gratify and Gratify shall have the right to enforce such provisions in their original form.

  1. Services

Freelancer will provide the services and deliverables described and agreed upon on the Gratify platform (the “Work”) to the Client User. Freelancer represents that Freelancer is duly licensed (as applicable) and has the qualifications, the experience, and the ability to properly perform the Work.  Freelancer shall use its best efforts to perform the Work.

  1. Compensation

As consideration for the Work to be provided by Freelancer and other obligations, the Client User shall pay Freelancer at the compensation set by Freelancer and Client User on the Gratify platform. Freelancer shall only be entitled to the maximum compensation agreed upon by Client User and Freelancer on the Gratify platform. The process for payments, including but not limited to terms related to escrow, shall be as specified in the Gratify Terms of Use.

Freelancer shall not be authorized to incur on behalf of the Client User any expenses and will be responsible for all expenses incurred while performing the Work.

  1. Term and Termination

This User Agreement shall commence upon acceptance of proposed fees for a Task posted on the Gratify platform and shall terminate upon completion of the Work and receipt of final payment for the Work by Freelancer, unless terminated earlier as specified below. Either Freelancer or Client User may terminate this User Agreement within the timeframe for early termination established by Gratify on the platform. After such timeframe, this User Agreement may only be terminated upon mutual agreement of Freelancer and Client User  and the Client User may incur a termination fee.. The provisions of this User Agreement that by their sense and context are intended to survive the termination of this User Agreement shall survive.

  1. Intellectual Property Rights

Upon delivery of all agreed upon deliverables and upon receipt of final payment for the Work, Freelancer agrees to assign, and hereby assigns, to the Client User, all right, title and interest throughout the world in and to the final deliverables developed by Freelancer under this User Agreement. Notwithstanding anything to the contrary herein, Freelancer may incorporate certain Tools into the final deliverables. “Tools” means all of the foregoing that are not created by Freelancer specifically for the Client User under this User Agreement: ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all intellectual property rights therein. In the event Tools owned by, or licensed to, Freelancer are incorporated into any final deliverables, then Freelancer grants the Client User a non-exclusive, perpetual, worldwide, fully paid up, and royalty free license to use and modify all, or portions of the Tools in the final deliverables. However, Freelancer, or applicable third parties, retains all ownership rights in the Tools, unless such Tools are specifically named as deliverables.

The Client User shall retain all ownership rights over all materials provided to Freelancer in order for Freelancer to perform the Work under this User Agreement. The Client User grants Freelancer a limited license to use such materials solely for the purpose of performing the Work, and solely for the duration of this User Agreement. Upon termination of this User Agreement, Freelancer shall destroy all copies of such materials provided by the Client User as well as all deliverables produced by Freelancer under this User Agreement.

  1. Confidentiality

Freelancer and Client User may each provide the other party with confidential and proprietary information in furtherance of the Work and this User Agreement. The receiving party agrees, at all times during the term of this User Agreement, and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the disclosing party to the extent necessary to fulfill its obligations under this User Agreement, and not to disclose to any person, firm, corporation or other entity, without authorization from the disclosing party in each instance, any confidential or proprietary information that the receiving party may obtain, access or create during the term of this User Agreement, until such information becomes publicly and widely known and made generally available through no wrongful act of the receiving party.

  1. Representations and Warranties

Freelancer and Client User each respectively represents and warrants the following: (a) it is not under any pre-existing obligation in conflict or in any way inconsistent with the provisions of this User Agreement; (b) its performance of all the terms of this User Agreement will not breach any agreement to keep in confidence proprietary information acquired by such party in confidence or in trust prior to commencement of this User Agreement; (c) it has the right to disclose and/or or use all ideas, processes, techniques and other information, if any, which it has gained from third parties, and which it discloses to the other party or uses in the course of performance of this User Agreement, without liability to such third parties; (d) it has not granted and will not grant any rights or licenses to any intellectual property or technology that would conflict with its obligations under this User Agreement; (e) it will not knowingly infringe upon any copyright, patent, trademark, trade secret, or other property right of any third party in the performance of its obligations under this User Agreement; and (f) performance of this User Agreement will not violate any applicable law.

  1. Independent Contractor

Freelancer’s relationship with the Client User is that of an independent contractor and not that of an employee. Nothing contained in this User Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Freelancer shall be solely responsible for determining the method, details and means of performing the Work. However, all Work shall be performed by Freelancer individually and Freelancer may not subcontract any work under this User Agreement. Freelancer has no authority to enter into contracts that bind the Client User or create obligations on the part of the Client User. Freelancer acknowledges and agrees that it shall not be eligible for any employee benefits provided by Client User. Freelancer shall have full responsibility for applicable withholding taxes for all compensation paid to Freelancer under this User Agreement, and for compliance with all applicable labor and employment requirements with respect to Freelancer’s self-employment, sole proprietorship or other form of business organization.

  1. Third Party Beneficiary

Freelancer and the Client User appoint Gratify as an intended third-party beneficiary of this User Agreement and any other related agreement established by the parties for purposes of enforcing any obligations owed to, and any benefits conferred on, Gratify. Freelancer and the Client User further agree that Gratify has the right to take such actions with respect to their each parties’ Gratify accounts, including, without limitation, suspension, termination, or legal actions, as Gratify, in its sole discretion, deems necessary to enforce its rights as an intended third-party beneficiary under the User Agreement and any other related agreement established by the parties. Further, neither the Gratify Terms of Service, nor this User Agreement, nor any other action taken by the parties or Gratify shall be construed as creating or implying any relationship of agency, franchise, partnership, or joint venture between Freelancer and Gratify, or between Client User and Gratify.

  1. Non-Exclusivity

Nothing contained in this User Agreement shall limit either party’s right to engage, or otherwise work with, any third parties in the other party’s field of specialization or any other field.

  1. Successors & Assigns

This User Agreement, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives. Neither party to this User Agreement may assign, whether voluntarily or by operation of law, any of its rights and obligations under this User Agreement.

  1. Severability

If any provision, or portion of any provision, of this User Agreement is rendered illegal, invalid, or unenforceable, all other parts shall remain in full force and effect.

  1. WE ARE NOT RESPONSIBLE FOR GOODS OR SERVICES OFFERED THROUGH THE SERVICE

While the Service provides the opportunity for users to obtain goods and services from other users, we assume no responsibility whatsoever for such goods or services. Specifically, we do not make any warranties about, nor do we endorse, any goods or services offered through the Service by other users, nor do we corroborate the accuracy or truth of any claims made by users through the Service.

  1. RATINGS

As part of the Service, users will have the opportunity to provide ratings and public feedback about other users with whom they have worked. By using the Service, you understand and agree that other users may leave ratings or other public feedback that you feel is not accurate, fair, or satisfactory. We assume no responsibility, and have no liability, for the truth or accuracy of any ratings or public feedback and shall have no responsibility for any damage that may occur to you based on such ratings or public feedback. We do not monitor or censor such ratings or public feedback (but reserve the right to do so and take such actions that we deem necessary to protect the integrity of the ratings and public feedback process or to protect users). As a user posting reviews or public feedback, you agree to not post any information that is false, inaccurate, defamatory, or legally actionable

  1. ACCOUNTS & YOUR INFORMATION

To access the Service, you are required to create an account and will be required to provide information to us to do so (please see our Privacy Policy (www.gratify.ai/privacy) for more information on our practices related to collection and use of your data). You are solely responsible for keeping your account information, including password, safe. You may not use another user’s account. If you become aware of any unauthorized use of your account, you must promptly notify us of such use. You agree that we will not be liable for any loss or harm that you incur if someone else uses your account or password, either with or without your knowledge, and that you will be solely responsible for such use, whether or not you authorized the use.

In addition to the information required to create an account, you will be able to provide additional information, which may include personal details that you provide voluntarily or that we collect through the Service as part of the functionality of the Service (again, please see our Privacy Policy www.gratify.ai/privacy for more information on our practices related to collection and use of your data). By using the Service, you understand and agree that information about you may be available to the Gratify community, and to other users, as explained in these Terms and our Privacy Policy.

  1. INFORMATION WE MAKE AVAILABLE TO YOU

As part of the Service, we may provide you with various information in furtherance of the Service. Our intention in doing so is to be helpful and to make the Service more useful to you. However, you agree that all information and suggestions that we provide to you through the Service is strictly for informational purposes and shall not be construed or relied upon in any way, and specifically shall not be construed or relied upon as professional advice of any kind including, but not limited to, medical, legal, tax, or other professional advice. You agree that, to the fullest extent permitted by law, and as detailed below in the “Limitation of Liability” section of these Terms, we will not incur any liability at all whatsoever in the event that your reliance on any information provided by us results in harm or damage to you or your property.

  1. INFORMATION YOU PROVIDE TO US

As a core aspect of the functionality of the Service, you may provide us with information about yourself, by giving us access to information collected by third parties, and by using the Service. By providing this information and content, you grant us the right to use the information and content for any purpose that is in furtherance of providing the Service, as described in these Terms and our Privacy Policy (www.gratify.ai/privacy). While we do not claim ownership over any such information and content that you provide, you agree that we have the right to use such information and content in furtherance of the Service. Further, by providing us with information and content through the Service, you represent and warrant that you own, or have the full legal authority to distribute, all information that you provide on the Service.

In addition, we should not be relied upon as a means to store your data or information and we assume no responsibility for such activities.

  1. INAPPROPRIATE AND ILLEGAL CONTENT PROHIBITED

You agree not to post, make available, or request any inappropriate content on the Service including, but not limited to, libelous, defamatory, obscene, pornographic, abusive, or threatening content; content that advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation; content that is misleading or not true; or advertise or otherwise solicits funds for goods or services. If you post or request inappropriate content, we may remove such content from our servers, and we may suspend or terminate your account, and we reserve the right to investigate, and seek applicable remedies for, violations of applicable law to the fullest extent of the law.

  1. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS

We take claims of intellectual property infringement seriously. As such, we reserve the right to suspend and/or terminate the account of any user who is found to have infringed on the intellectual property rights of users, third parties, or us, or otherwise is found to have violated any intellectual property laws. In the event that you have a good faith belief that your intellectual property rights or the rights of someone else have been violated on our Service, and you want us to delete, edit, or disable the material in question, you must provide us with all of the following information (as required by the Digital Millennium Copyright Act of 1998): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to our designated agent at:

Copyright Agent

Gratify LLC

57 Heald Rd

Brigantine, NJ 08203

info@gratify.ai

  1. YOUR USE OF OTHERS’ INTELLECTUAL PROPERTY

Although you may provide information and content to Gratify and to other users as part of your use of the Service, you agree to be respectful of others’ intellectual property rights. You may not upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of intellectual property laws or proprietary rights of any third parties. If you do not respect a third party’s intellectual property or proprietary rights, you are solely responsible for any violations of law. In addition, you are solely responsible for infringement of third party rights caused by any information that is generated from your account.

  1. THIRD PARTY SITES AND SERVICES

Our Service is integrated with services provided by third parties as part of the functionality of the Service including, but not limited to, third party payment processors and others. We have no control over third parties and make no guarantees about, and assume no responsibility for, the information or services provided by third parties, including without limitation, any issues related to payment on the Service.

Additionally, we may provide links to third-party websites and businesses. You acknowledge and agree that we are not responsible for the accuracy, content, or functionality of services provided on or by such third-party websites or businesses, and we do not endorse, nor assume any liability related to your use of, such websites or businesses in any way.

  1. ACCOUNT TERMINATION

At any time, you may terminate your account through the Service. Please visit our Privacy Policy (www.gratify.ai/privacy) to understand how we treat your information when you terminate your account.

We reserve the right to suspend or terminate your account, or take other action to limit or prevent your access to our Service, if we, in our sole discretion, deem that such action is necessary based on: your use of the Service in a way that would potentially expose us to liability; disruption of the Service by you to others; your violation of these Terms or our Privacy Policy; your violation of any applicable laws, rules, regulations, and agreements that may apply to you.

  1. PROPER USE OF THE SERVICES

You shall not violate or attempt to violate any security features of the Service, including, without limitation, (a) accessing content or data not intended for you, or logging onto a server or account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or to breach security or authentication measures without proper authorization; (c) interfering or attempting to interfere with service to any user, host, or network, including, without limitation, by means of submitting a virus to the Service, overloading, “flooding,” “spamming,” “mail bombing,” “crashing,” or undertaking similar activities; and (d) forging any TCP/IP packet header or any part of the header information in any e-mail or in any posting using the Service.

  1. OUR INTELLECTUAL PROPERTY

The software, including all files and images contained in the Service, and accompanying data, as well as all data provided by users and/or collected by us through the Service (collectively “Our IP”) are the property of Gratify, or are used with permission from third parties. As part of these Terms, we grant you a nonexclusive, nontransferable, and revocable license to use Our IP solely for the purposes for which it is intended. And, specifically, you may not sell, redistribute, download, export, or reproduce Our IP in any way. You also may not decompile, reverse-engineer, disassemble, or otherwise convert Our IP without our permission. This Section does not apply to any component of Our IP that may be offered under an open source license.

  1. DISCLAIMER OF WARRANTIES; “AS IS”

WE ARE MAKING THE SERVICE AVAILABLE “AS IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. YOU ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SERVICE. WE DO NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM OR RELATED TO ANY OF THE FOLLOWING: ANY CLAIM RELATED TO PERSONAL OR BODILY INJURY IN CONNECTION WITH THE USE OF THE SERVICE; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR RELIANCE ON INFORMATION PROVIDED BY OTHER USERS OR THIRD PARTIES THROUGH THE SERVICE; ANY LOSS OR UNAUTHORIZED DISCLOSURE OF DATA; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR USE OF OR INTERACTION WITH ANY GOODS OR SERVICES OFFERED THROUGH THE SERVICE; AND ANY VIOLATIONS OF APPLICABLE LAWS, RULES, REGULATIONS, AND OTHER AGREEMENTS. THIS LIMITATION SHALL APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICE EXCEED ONE HUNDRED DOLLARS ($100.00).

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. INDEMNIFICATION

In the event that someone, including another user, brings a claim against us related to your actions, content, information, or any other use of the Service by you, you agree to indemnify, defend, and hold us and our agents harmless from and against any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) relating to such claim. We will notify you promptly of any such claim and will provide you with reasonable assistance, at your expense, in defending any such claim, provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense) of any claim for which indemnity is required, and to participate in the defense of any claim (at our expense) for which indemnity is required. You may not settle any claim without our prior consent.

  1. DISPUTE RESOLUTION

You agree to resolve any dispute, claim, or controversy with Gratify arising out of or relating to your use of the Service in the following manner. First, we both agree to attempt in good faith to resolve the dispute informally by contacting each other by email (you can email us at info@gratify.ai). Second, if the dispute is not resolved through informal resolution, we both agree to attempt in good faith to resolve the dispute through mediation administered by JAMS, which shall take place in New York County, NY, and the costs of which shall be divided equally between you and Gratify. Third, if the dispute is not resolved through informal resolution and mediation, we both agree to participate in binding arbitration administered by JAMS, which shall take place in New York County, NY.

Either you or we may bring a lawsuit solely for injunctive relief without first engaging in the dispute resolution process described above.

We both agree that, in the event of arbitration, or in the event of a lawsuit as permitted by this Section or otherwise, the prevailing party shall be entitled to costs and fees (including reasonable attorneys’ fees). Arbitration pursuant to this Section shall be confidential, and neither you, nor Gratify, nor the arbitrator may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. There shall be no right or authority for any claims subject to this arbitration clause to be arbitrated on a class action or consolidated basis or on bases involving claims brought in a purported representative capacity on behalf of the general public (including, but not limited to, as a private attorney general). If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect.

YOU AND GRATIFY EACH HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Nothing contained in this Section shall limit our ability to terminate, or otherwise take action related to, your account as provided in these Terms.

  1. GOVERNING LAW, VENUE, & PERSONAL JURISDICTION

These Terms shall be governed by the laws of the State of Delaware, without regard to conflict of law provisions. In the event that a lawsuit is filed where permitted under the provisions above, or in the event that the provisions above are found not to apply to you or to a given dispute, we both agree that any judicial proceeding will be brought in the federal or state courts of New York County, NY. Both you and we consent to venue and personal jurisdiction there.

  1. SEVERABILITY WAIVER

If, for whatever reason, any term or condition in these Terms is found unenforceable, all other terms and conditions will remain unaffected and in full force and effect. The failure to enforce any provision of these Terms is not a waiver of our right to do so later, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

  1. CHANGES TO THESE TERMS

Gratify reserves the right to change these Terms from time to time, with or without notice to you. If you continue to use the Service, you consent to the new Terms. Gratify will always have the latest Terms posted on the Service.

  1. CONTACT US

If you have any questions about these Terms or our Service, please feel free to contact us by email at info@gratify.ai.

  1. HEADINGS USED IN THESE TERMS

The section headings contained in these Terms are for reference purposes only and shall not affect the meaning or interpretation of these Terms in any way.

  1. REFERRALS AND PROMOTIONAL CREDITS

Gratify may, in its sole discretion, offer promotional credits (“Promo Credits”) and create promotional codes ("Promo Codes") that may be redeemed for discounts on future Services and/or other features or benefits related to the Services, subject to any additional terms that Gratify establishes. You agree that Promo Codes and Promo Credits: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Gratify; (iii) may be disabled and/or revoked by Gratify at any time for any reason without liability to Gratify; (iv) may only be used pursuant to the specific terms that Gratify establishes for such Promo Code or Promo Credits; (v) are not valid for cash; and (vi) may expire prior to your use. Gratify reserves the right to withhold or deduct Promo Credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that Gratify determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Gratify’s Terms.