Terms of Use

These terms of use (the "Terms") govern your use of the website, app, platform, technology, and any other products and features owned, operated, branded, or offered by Gracefill Co. (the "Service" or “Gracefill”). For the purposes of these Terms, “we” or “us” refers to the party with whom you are entering into this agreement. By using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use the Service. For more information, please read our Privacy Policy.

Use of Gracefill
You may use Gracefill only if you follow these Terms and all applicable laws. You agree that we may automatically update that software, and these Terms will apply to any updates.

Any use or access to Gracefill by anyone under the age of 13, or the minimum age of consent of the jurisdiction of the user, is not allowed. If you are 13 to 18, you may only use the Services with the permission of your parent or legal guardian.

If we’ve previously disabled your account for violating these Terms, any of our policies or for legal reasons, you will not create a new Gracefill account without our express written permission, which is provided at our sole discretion.

In using Gracefill, you agree not to scrape, collect, search, copy or otherwise access data or content from Gracefill in unauthorized ways, or access or attempt to access data you do not have permission to access.

Any use of Gracefill not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.

Subject to your compliance with these Terms and our policies, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Service as contemplated under these Terms. You may not permit Gracefill to be used by or for the benefit of unauthorized third parties. Nothing in these Terms will be construed to grant you any right to transfer or assign rights to access or use Gracefill. All rights not expressly granted to you are reserved by us.

You may not: (a) modify or make derivative works based upon the Service; (b) reverse engineer the Service or access the Service; or (c) copy any features or functions of the Service.

You must create an account in order to use certain features of the Service. When you create an account, you agree to provide accurate and complete information and to keep your account information up-to-date. You are responsible for maintaining the confidentiality of your account password and for all activity that occurs under your account.

Gracefill Intellectual Property
You agree that we own all intellectual property rights (including but limited to the copyrights and trademarks) related to our ownership of all right, title, and interest in Gracefill.

You are granted a non-exclusive, non-transferable, royalty-free license to use our trademark in connection with your use of the Service. You agree not to use our trademark in any way that is likely to cause confusion or damage to our reputation. You also agree not to register or use any domain name or social media handle that contains our trademark without our prior written consent.

We work to protect the security of your content and account, but we can’t guarantee that the unauthorized access of this information by third parties. Please keep your password secure and notify us of any breach of security.

User Uploaded Content
You may be able to upload content to the Service, such as text, comments, links, images, audio files, documents, and videos. For the purpose of these Terms, anything that you post or otherwise make available on Gracefill is referred to as "User Content." You retain all ownership rights in, and are solely responsible for, the content you upload to the Service.

You will only post User Content that you have the rights to post, and you won’t post User Content that infringes the intellectual property rights of others, or that is otherwise unlawful. We can take action against User Content that violates these Terms or where we are permitted or required by law, such as by removing, restricting, or limiting access to, or distribution of, the content. We can also suspend or terminate accounts of users who repeatedly or seriously infringe third-party intellectual property rights, violate the law, these Terms, or where permitted or required to do so by law. We are a neutral intermediary and we do not review all User Content before or after it is published on the Service, so we are not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other Gracefill user.

By uploading content to the Service, you grant us a non-exclusive, royalty-free, worldwide license to use, reproduce, modify, distribute, and display your content in connection with the Service. You also agree that your content will not violate the rights of any third party. Nothing in these Terms: (a) entitles you to any payments or the right to share in any revenue from any monetization of User Content; or (b) restricts other legal rights we may have to User Content. We reserve the right to remove, limit distribution of, or modify User Content, or change the way it’s used in Gracefill, for any reason in our sole discretion, and without notice.

Following deactivation of your account, or User Content removal from Gracefill, we may keep your User Content for a reasonable period of time for backup, archival, or audit purposes. We and our users may retain and continue to use, store, display, reproduce, modify, create derivative works, perform, and distribute any of your User Content that you or other users have stored or shared on Gracefill.

If you choose to submit comments, ideas, or feedback, you agree that we have no obligation to keep your feedback confidential or to compensate you for the feedback. Do not submit any feedback that is confidential or owned by any third party. By accepting your submission, we don’t waive any rights to use similar or related feedback previously known to us, or developed by our employees, or obtained from sources other than you.

In-App Purchases and Subscription Plans
The Service may offer in-app purchases and subscription plans. If you choose to make an in-app purchase or subscribe to a subscription plan, you agree to pay the applicable fees. All in-app purchases and subscription plans are final and non-refundable.

Free Trial
The Service may offer a free trial of certain features. If you register a new consumer account, you'll be able to use all of our features in the consumer application for 30 days. After 30 days, you will be offered subscription options to retain use of many of the features of the Service. If you decline to pay for any of the subscription options, you may still login and use the features of the Service that are not carved out from the subscription features. For example, if you choose not pay for any subscription, you may still be able to: login, read messages sent to you, view your profile and the profiles of others, and adjust your application settings.

Third-Party Links, Sites, and Services
The service may contain links to third-party websites, products, content, and services. You acknowledge and agree that Gracefill is not responsible for the content or availability of any third-party websites, products, or services. Gracefill does not endorse or assume responsibility for any such third-party websites, products, or services. If you choose to access any third-party websites, products, or services, you do so at your own risk and you agree that we have no liability arising from your use of, purchase from or access to any third party website, service, or content.

Changes to the Service or Terms
We reserve the right to make changes to the Service at any time without notice.

We may revise, add, or remove any or all portions of these Terms from time to time and the most current version will always be posted on our website. Your continued access to or use of Gracefill after an update to Terms constitutes your binding acceptance of such changes. Disputes arising under these Terms will be resolved in accordance with the version of these Terms in place at the time the dispute arose.

Termination of Service
We may terminate your access to the Service at any time for any violation of these Terms or any other reason, without notice.

You agree to first contact us with a notice to try to resolve any disputes you may have informally. This notice must include your full name, the email address associated with your Gracefill account, your country of residence, a detailed description of the dispute and the alleged harm, and your signature. That information should be emailed to hello@gracefill.com.

Notice can only be sent on behalf of an individual party. After receiving the notice, Gracefill will respond within 90 days to attempt to resolve the dispute amicably. After the 90-day period has passed, either party may initiate arbitration.

If we haven’t been able to resolve the dispute through the mandatory processes above, any dispute arising out of or relating to the Terms or the Service, including any breach thereof, shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If the AAA rules conflict in any way with these Terms, the Terms will govern. By accepting these terms, you agree that you are waiving the right to a trial by jury or to participate in a class action.

The arbitrator's award shall be final and binding on the parties. Judgment on the award may be entered in any court having jurisdiction thereof. If the arbitrator determines that a party’s claim was frivolous or brought for an improper purpose, the arbitrator must assign all fees and costs associated with the arbitration to that party.

If greater than 10 similar arbitration demands are filed within a 90-day period or with the assistance of the same law firm or group of law firms, AAA will consolidate the demands and administer one set of filing and administrative fees per side, per batch. AAA will appoint one arbitrator to resolve each batch as a single consolidated arbitration. Arbitration demands are similar if they arise from similar facts and raise similar legal issues while seeking similar relief. Any dispute about similarity will be submitted to a single arbitrator, whose fees will be paid by Gracefill.

Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

If you are a consumer in the European Economic Aread (“EEA”) or the United Kingdom (“UK”), these Terms and your use of the Service shall be governed by the law of the country where you live, and any claim, dispute, or controversy arising from or in connection with these Terms or the Service shall be resolved in the courts of the country where you live.

Entire Agreement
These Terms constitute the entire agreement between you and us regarding your use of the Service. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

If you’re a consumer in the EEA or UK, either you or we may assign this agreement, and any rights and licenses granted under it, to a third party.

In all other cases, you may not assign this Agreement, in whole or in part, without our prior written consent. We may assign this Agreement, in whole or in part, without your consent.

Disclaimer of Warranties
The service is provided on an "as is" and "as available" basis without any warranties of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Gracefill takes no responsibility and assumes no liability for any user content that you or any other person or third party posts or sends using the service. You understand and agree that you may be exposed to user content that's inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose. We do not warrant that Gracefill or any portion of the service, or any materials or content offered through Gracefill, are accurate, complete, or current, or will be uninterrupted, secure, or free of errors, viruses, or other harmful components.

We may make changes to Gracefill for various reasons. We will have no liability for any change to Gracefill or any suspension or termination of your access to, or use of, Gracefill.

Gracefill shall not be liable for any failure or delay in performing its obligations under these terms of service if such failure or delay is caused by an event beyond Gracefill's reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, strikes, lockouts, labor disputes, civil unrest, government regulations, and telecommunications or internet outages.

Limitation of Liability
To the maximum extent permitted by law, Gracefill shall not be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for lost profits, goodwill, use, data, or other intangible losses (even if Gracefill has been advised of the possibility of such damages), arising out of or in connection with (a) the use of or inability to use the service; (b) any conduct or content of any third party on the service, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties; or (c) unauthorized access, use or alteration of your transmissions or content.

Gracefill's total liability for any claims arising out of or in connection with the use of or inability to use the service shall be limited to the amount paid by you for the service. The limitations, exclusions, and disclaimers in this section apply to the fullest extent permitted by applicable law. If you're a consumer in the EEA or the UK, we don't exclude or limit any liability for gross negligence, intent, willful misconduct, or death or personal injury caused by our negligence or willful misconduct and Gracefill’s liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract.

You agree to indemnify, defend, and hold harmless Gracefill and its officers, directors, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys' fees and expenses) arising out of or in connection with: (a) your use of the service; (b) your breach of any of these terms of service; (c) any content or information that you submit or transmit through the service; or (d) any violation of any rights of any other person or entity by you.

No Waiver
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy.

Contacting Us
If you have any questions about these Terms, please contact us at hello@gracefill.com.

Effective Date: March 27, 2024