Terms and Services
Date of Last Revision: October 3rd, 2022
Acceptance of These Terms of Service
Access and Use of the Graviton Services
Conditions of Access and Use
Mobile Services and Software
Intellectual Property Rights
Third-Party Platforms and Websites
Disclaimer of Warranties
Limitation of Liability
Dispute Resolution By Binding Arbitration
U.S. Government Restricted Rights
Questions? Concerns? Suggestions?
Acceptance of These Terms of Service
Graviton, Inc. (“Graviton,” “we,”“us,” or “our”) provides various web3 and blockchain related products and services through its website located at graviton.xyz (the “Site”) and related mobile applications (“Mobile Apps”) and technology (collectively, the “Graviton Services”). All access and use of the Graviton Services is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, or any other aspect of the Graviton Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Graviton Services.
These Terms of Service apply to your use of certain Graviton’s products and services that link to these Terms of Service, including but not limited to NFT Storage, NFT Embeds, and NFT Display. To the extent you are using any other products and services made available by Graviton, your use of those products and services may be subject to other terms and conditions.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Graviton Services user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Graviton Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Graviton Services.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST GRAVITON ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Access and Use of the Graviton Services
Access to Graviton Services: Graviton provides various products and services that allow you to interact and manage various blockchain assets. Your use of Graviton Services may be subject to additional terms and conditions that Graviton will disclose to you through the Graviton Services or that you otherwise acknowledge as part of your downloading of any applicable software or applications related to the applicable Graviton Services.
NFT Storage: NFT Storage enables you to upload and seed User Content (as defined below) into the InterPlanetary File System (IPFS). You agree and acknowledge that IPFS is not managed by Graviton and Graviton has no responsibility or liability with respect to any User Content that you provide to IPFS. You further agree and acknowledge that your uploading and seeding of User Content to IPFS may be irreversible and in the event your User Content is seeded by a third party node on IPFS, you may not have the ability to remove such User Content from IPFS.
NFT Display: NFT Display enables you to connect your digital wallet and publish, display and/or stream NFTs or other content stored within your wallet to an external monitor, TV or other device. You agree and acknowledge that you have all rights, permissions, and consents necessary for Graviton to publish, display and/or stream the NFTs and other content stored within your wallet on your behalf.
NFT Embeds: NFT Embeds enables you to integrate a widget, module, extension or SDK provided by Graviton for the display your NFT collection on your website, mobile application or other software application. NFT Embed may also enable purchase and sale transactions of your NFT collection with third party users. You agree and acknowledge that you are responsible for disclosing the terms and conditions governing any transactions to such third party users. You further agree and acknowledge that transactions involving your NFT collection through NFT Embeds may be subject to smart-contract enabled royalty payments.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Graviton of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Graviton Services. Graviton will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to Graviton Services: Graviton reserves the right to modify or discontinue, temporarily or permanently, the Graviton Services (or any part thereof) with or without notice. You agree that Graviton will not be liable to you or to any third party for any modification, suspension or discontinuance of the Graviton Services.
General Practices Regarding Use and Storage: You acknowledge that Graviton may establish general practices and limits concerning use of the Graviton Services, including the maximum period of time that data or other content will be retained by the Graviton Services and the maximum storage space that will be allotted on Graviton’s or its third-party service providers’ servers on your behalf. You agree that Graviton has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Graviton Service. You acknowledge that Graviton reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Graviton reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Connecting Your Wallet: In order to access certain features of the Graviton Services, you may be required to connect your digital wallet supported on MetaMask, WalletConnect or other wallet extensions or gateways as allowed on the Graviton Services. Such digital wallets allow you to engage in transactions using the Dai stablecoin cryptocurrency on the Ethereum blockchain or another cryptocurrency as supported and allowed on the Graviton Services. Graviton will not be liable for any loss 2 or damage arising from your use of a digital wallet or cryptocurrency in a manner not supported or allowed on the Graviton Services.
Noncustodial: The Graviton Services may assist with the facilitation of transactions involving your cryptocurrency or digital assets (“Digital Assets”), but neither Graviton nor the Graviton Services are custodians of any Digital Assets and that your use of the Graviton Services does not give Graviton custody, possession, or control of any Digital Assets at any time for the purpose of facilitating transactions on the Graviton Services. You affirm that you are aware and acknowledge that Graviton is a non-custodial service provider and has designed the Graviton Services to be directly accessible by its users without any involvement or actions taken by Graviton or any third-party. Graviton cannot make any representation or guarantee that you will achieve any particular outcome as the result of using the Graviton Services or engaging in any transaction through the Graviton Services.
Transactions. In connection with the Graviton Services, you may be able to make purchases of NFTs or other blockchain assets, premium services and/or features or other. Any payments or financial transactions that you engage in via the Graviton Services will be conducted solely through our service providers. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Graviton Services, or any other payment or transactions that you conduct via the Graviton Services. We do not provide refunds for any purchases that you might make on or through the Graviton Services.
Gas Fees. Blockchain transactions may require the payment of a transaction fee (each, a“Gas Fee”). The Gas Fees fund the network of computers that run the decentralized blockchain network. This means that you may need to pay a Gas Fee for each transaction that you instigate via the Graviton Services. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Gas Fee for any transaction that you instigate via the Graviton Services.
Responsibility for Taxes. You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the Graviton Services. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including Gas Fees) made to us pursuant to these Terms.
Conditions of Access and Use
User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages, and other materials (“content”) that you make available to Graviton, including by uploading, posting, publishing, or displaying (hereinafter,“upload(ing)”) via the Graviton Services or by emailing or otherwise making available to other users of the Graviton Services (collectively, “User Content”). The following are examples of the kinds of content and/or uses that are illegal or prohibited by Graviton. Graviton reserves the right to investigate and take appropriate legal action against anyone who, in Graviton’s sole discretion, violates this provision, including removing the offending content from the Graviton Services, suspending or terminating the account of such violators, and reporting the violator to law enforcement authorities. You agree to not use the Graviton Services to:
upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware 3 or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, discriminatory, or otherwise objectionable; or (vii) in the sole judgment of Graviton, is objectionable or which restricts or inhibits any other person from using or enjoying the Graviton Services, or which may expose Graviton or its users to any harm or liability of any type;
interfere with or disrupt the Graviton Services or servers or networks connected to the Graviton Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Graviton Services;
violate any applicable local, state, national, or international law, or any regulations having the force of law;
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
solicit personal information from anyone under the age of 18;
harvest or collect email addresses or other contact information of other users from the Graviton Services by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
further or promote any criminal activity or enterprise or provide instructional information about illegal activities, including but not limited to engaging in or knowingly facilitating any money laundering, “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities;
access or use the Graviton Services to carry out financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, swaps, futures, options, real estate, or any financial instruments;
access or use the Graviton Services to participate in fundraising for a business, protocol, or Graviton Services, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that individuals rights to participate in any token or securities offering, or assets that entitle individuals to financial rewards, including but not limited to, coupons, interest payments, yield bonuses, staking bonuses, and burn discounts, provided that the foregoing will not restrict the legal use of any proceeds resulting from your permitted use of the Graviton Services;
access our services or the Graviton Services if you are a resident, citizen or agent of, are incorporated in, or have a registered office in Iran, Cuba, North Korea, Syria, Myanmar (Burma), Russia including the regions of Crimea, Donetsk or Luhansk, or any other country or region that is the subject of comprehensive country-wide or region-wide economic sanctions by the United States;
obtain or attempt to access or otherwise obtain any content or information through any means not intentionally made available or provided for through the Graviton Services;
circumvent, remove, alter, deactivate, degrade, or thwart any of the content protections in or geographic restrictions on any content (including Graviton Services Content (as defined below)) available on or through the Graviton Services, including through the use of virtual private networks; or
engage in or use any data mining, robots, scraping, or similar data gathering or extraction methods. If you are blocked by Graviton from accessing the Graviton Services (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address or virtual private network).
Mobile Services and Software
Mobile Services: The Graviton Services includes certain services that are available via a mobile 4 device, including (i) the ability to upload content to the Graviton Services via a mobile device, (ii) the ability to browse the Graviton Services and the Site from a mobile device, and (iii) the ability to access certain features and content through Mobile Apps (collectively, the “Mobile Services”). To the extent you access the Graviton Services through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
Mobile App License: Subject to these Terms of Service, Graviton hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to (a) install the Mobile App on one mobile device and (b) use the Mobile App for your own personal use solely to access and use the Graviton Services. For clarity, the foregoing is not intended to prohibit you from installing the Mobile App on another device on which you also agreed to these Terms of Service. Each instance of these Terms of Service that you agree to in connection with downloading a Mobile App grants you the aforementioned rights in connection with the installation and use of the Mobile App on one device.
Ownership; Restrictions: The technology and software underlying the Graviton Services or distributed in connection therewith are the property of Graviton, its affiliates, and its licensors (including the Mobile Apps, the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Graviton.
Special Notice for International Use; Export Controls: Graviton is headquartered in the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction. Software available in connection with the Graviton Services and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Graviton Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading, accessing or using the Graviton Services is at your sole risk.
Third-Party Distribution Channels: Graviton offers Software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Graviton Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.
Apple-Enabled Software: With respect to Mobile Apps that are made available for your use in connection with an Apple-branded product (the “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:
Graviton and you acknowledge that these Terms of Service are concluded between Graviton and you only, and not with Apple Inc. (“Apple”), and that as between Graviton and Apple, Graviton, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the Apple Media Services Terms and Conditions.
Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions, except that such Apple-Enabled Software may be accessed and used by other accounts associated with the purchaser via Apple’s Family Sharing or volume purchasing programs.
Apple has no obligation whatsoever to provide any maintenance or support services with respect 5 to the Apple-Enabled Software.
Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software, if any, to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty, which will be Graviton y’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
Graviton and you acknowledge that Graviton, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including: (a) product liability claims; (b) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation.
In the event of any third-party claim that the Apple-Enabled Software or your possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Graviton and Apple, Graviton, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.
You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
If you have any questions, complaints, or claims with respect to the Apple-Enabled Software, they should be directed to Graviton as follows: firstname.lastname@example.org 213-647-0205 1064 Ponce de Leon Suite 507
You must comply with applicable third-party terms of agreement when using the Apple-Enabled Software, e.g., your wireless data service agreement.
Graviton and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third-party beneficiary thereof.
Google-Sourced Software: The following applies to any Mobile App you download from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms of Service are between you and Graviton only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (c) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (d) Graviton, and not Google, is solely responsible for Graviton’s Google-Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms of Service as it relates to Graviton’s Google-Sourced Software.
Intellectual Property Rights
Graviton Services Content: You acknowledge and agree that the Graviton Services may contain content or features (“Graviton Services Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Graviton, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Graviton Services or the Graviton Services Content, in whole or in part, except that the foregoing does not apply to your own User Content that you upload to or make available through the Graviton Services in accordance with these Terms of Service. Any use of the Graviton Services or the Graviton Services Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The Graviton name and logos are trademarks and service marks of Graviton (collectively the “Graviton Trademarks”). Other company, product, and service names and logos used and displayed via the Graviton Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Graviton. Nothing in these Terms of Service or the Graviton Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Graviton Trademarks displayed on the Graviton Services, without our prior written permission in each instance. All goodwill generated from the use of Graviton Trademarks will inure to our exclusive benefit.
Open Source Software: You acknowledge that the Graviton Services may use, incorporate or link to certain open source software and that your use of the Graviton Services is subject to, and you will comply with any, applicable open source software licenses. Each item of open source software is licensed under the terms of the end-user license that accompanies such open source software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the open source software.
Third-Party Material: Under no circumstances will Graviton be liable in any way for any content or materials of any third parties (including users), including for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Graviton does not pre-screen content, but that Graviton and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Graviton Services. Without limiting the foregoing, Graviton and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Graviton, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Graviton and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the Graviton Services, in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Graviton Services (“Submissions”), provided by you to Graviton are non-confidential and Graviton will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
You acknowledge and agree that Graviton may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Graviton, its users, or the public. You understand that the technical processing and transmission of the Graviton Services, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Copyright Complaints: Graviton respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Graviton of your infringement claim in accordance with the procedure set forth below. Graviton will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Graviton’s Copyright Agent at email@example.com (Subject line: “DMCA Takedown Request”). You may also contact the Copyright Agent by mail or facsimile at:
1064 Ponce de Leon Suite 507
San Juan, Puerto Rico 00907
To be effective, the notification must be in writing and contain the following information:
a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
identification of the copyrighted work or other intellectual property that you claim has been infringed, or, if multiple copyrighted works or other intellectual property are covered by a single notification, a representative list of such works or other intellectual property;
identification of the content that is claimed to be infringing or to be the subject of infringing activity, and where the content that you claim is infringing is located on the Graviton Services, with enough detail that we may find it on the Graviton Services;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright or intellectual property owner or are authorized to act on the behalf of the owner of the copyright or intellectual property that is allegedly infringed.
Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:
your physical or electronic signature;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement by you, made under penalty of perjury, that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content to be removed or disabled; and
your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the United States District Court for the District of Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, Graviton will send a copy of the counter-notice to the original complaining party informing them that Graviton may replace the removed content or cease disabling it within ten (10) business days. Unless the owner of the applicable copyrighted work or other intellectual property files an action seeking a court order against Graviton or the user, the removed content may be replaced, or access to it restored, within ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at our sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Graviton has adopted a policy of terminating, in appropriate circumstances and at Graviton’s sole discretion, the accounts of users who are deemed to be repeat infringers. Graviton may also at its sole discretion limit access to the Graviton Services and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
Third-Party Platforms and Websites
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Graviton, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Graviton Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Graviton Services, any User Content, your connection to the Graviton Services, your violation of these Terms of Service, or your violation of any rights of another. Graviton will provide notice to you of any such claim, suit, or proceeding. Graviton reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Graviton’s defense of such matter. You may not settle or compromise any claim against the Graviton Parties without Graviton’s written consent.
Disclaimer of Warranties
YOUR USE OF THE GRAVITON SERVICES IS AT YOUR SOLE RISK. THE GRAVITON SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE GRAVITON PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE GRAVITON PARTIES MAKE NO WARRANTY THAT (A) THE GRAVITON SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE GRAVITON SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GRAVITON SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE GRAVITON SERVICES WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE GRAVITON PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE GRAVITON PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE GRAVITON SERVICES; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE GRAVITON SERVICES; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE GRAVITON SERVICES; OR (E) ANY OTHER MATTER RELATING TO THE GRAVITON SERVICES. IN NO EVENT WILL THE GRAVITON PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID GRAVITON IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE GRAVITON SERVICES OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE GRAVITON SERVICES. IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “INDEMNIFICATION”, “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the“Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Graviton, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Graviton Services, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Graviton are each waiving the right to a trial by jury or to participate in a class action. Your rights 10 will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND Graviton AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND Graviton AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Graviton is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at firstname.lastname@example.org. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Graviton should be sent to1064 Ponce de Leon Suite 507 San Juan, PR 00907 (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Graviton and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Graviton may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Graviton or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Graviton is entitled.
d. Arbitration Procedures
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, https://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page,https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms of Service as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions
Unless Graviton and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, Graviton agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Graviton or you under the AAA Rules, Graviton and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Graviton will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Graviton will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these Terms of Service to the contrary, Graviton agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Graviton Services, you may reject any such change by sending Graviton written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that Graviton, in its sole discretion, may suspend or terminate use of the Graviton Services and remove and discard any content within the Graviton Services, for any reason, including for lack of use or if Graviton believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Graviton Services, may be referred to appropriate law enforcement authorities. Graviton may also in its sole discretion and at any time discontinue providing the Graviton Services, or any part thereof, with or without notice. You agree that any termination of your access to the Graviton Services under any provision of these Terms of Service may be effected without prior notice, and acknowledge and agree that Graviton may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Graviton Services. Further, you agree that Graviton will not be liable to you or any third party for any termination of your access to the Graviton 12 Services.
These Terms of Service (together with the terms incorporated by reference herein) constitute the entire agreement between you and Graviton governing your access and use of the Graviton Services, and supersede any prior agreements between you and Graviton with respect to the Graviton Services. You also may be subject to additional terms and conditions that may apply when you use Third-Party Platforms, third-party content or third-party software. These Terms of Service will be governed by the laws of the State of Delaware without regard to its conflict of law provisions. The failure of Graviton to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Graviton Services or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Graviton, but Graviton may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” Notices to you may be made via either email or regular mail. The Graviton Services may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Graviton Services. Graviton will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Graviton’s reasonable control.
U.S. Government Restricted Rights
The Graviton Services are made available to the U.S. government with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the U.S. government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Access or use of the Graviton Services (including the Software) by the U.S. government constitutes acknowledgement of our proprietary rights in the Graviton Services (including the Software).
Questions? Concerns? Suggestions?
Please contact us at email@example.com to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Graviton Services.