These Terms of Use were last updated October 2022.

Gravie, Inc. Terms of Use

Carefully read these terms and conditions of use (“Terms of Use”) as they govern your access to and use of Gravie, Inc.’s Platform. Your acceptance of, and compliance with, these Terms of Use is a condition to your use of the following:

• www.gravie.com and member.gravie.com (our “Websites”);
• Gravie’s mobile app (our “App”); and
• Any products available for purchase, and the services made available, through our Websites or App (such products and services collectively referred to in these Terms as the “Gravie Services”).

Throughout this document, we will refer to Gravie, Inc. as “Gravie.” Sometimes we will simply say “we,” “us” or “our.” Please note that we also make reference, in some sections, to Gravie Agency LLC and/or Gravie Administrative Services LLC. Gravie Agency LLC and Gravie Administrative Services, LLC are wholly owned subsidiaries of Gravie, Inc. We may refer to you as “you” or “your,” or for individuals that are enrolled in an employer-sponsored health plan, we may refer to you as a “Member” of the Gravie Services.

1. Acceptance of Terms; Revisions

   These Terms are a legal agreement between you and Gravie. By checking the “I Agree” box, you acknowledge that you have read these Terms in their entirety, understand them, and agree to be bound by the terms and conditions in these Terms and our Privacy Policy. If you do not agree to be bound by these Terms and our Privacy Policy, you should not check the “I Agree” box. In this case you are not authorized to access or use our Platform and will not be provided access to the Gravie Services; PROMPTLY EXIT THIS PLATFORM.

   Gravie may make changes to these Terms at any time at our discretion. Notice of a material change to these Terms will be posted conspicuously on the Platform and we will update the date on the Terms. We encourage you to review our Platform and these Terms regularly for any such changes. Your continued access to or use of the Platform shall be deemed your acceptance of these changes and the reasonableness of these standards for providing notice of the changes.

2. Ownership of the Platform

   The Platform contains confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, features and functionality, and the design, selection and arrangement thereof, are owned by Gravie, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”).

   You understand that this Platform is owned and maintained by Gravie. This Platform is not maintained by or affiliated with any health insurance carrier or other third party. The email addresses and telephone numbers that appear throughout the Platform belong to Gravie and cannot be used to contact any health insurance carrier or other third party.

   These Terms permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, including but not limited to Content, except: (a) your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials; (b) you may store files that are automatically cached by your web browser for display enhancement purposes; and (c) you may print or download one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication or distribution. You must not: (a) modify copies of any materials from the Platform or received through the Gravie Services; (b) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; or (c) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Platform.

   You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of Gravie without our express written consent.

   You must not access or use any part of the Platform or any services or materials available through the Platform for outsourcing for others or as part of a service bureau business so otherwise for the benefit of unaffiliated third parties who pay directly for its benefit or for other similar commercial purposes, or otherwise exploited for any commercial purpose without express written consent of Gravie.

   If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Gravie. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms of Use and may violate copyright, trademark and other laws.

3. Availability

   Gravie operates subject to state and federal regulations. You represent that you are not a person barred from enrolling for or receiving the Platform under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the Platform is limited exclusively to users located in states within the United States where the Platform is available. Services are not available to users located outside the United States. Accessing the Platform from jurisdictions where content is illegal, or where we do not offer the Platform, is prohibited.

4. Access to Platform, Security, and Restrictions; Passwords

   You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; or (b) attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Platform or any portion thereof without authorization, in violation of these Terms or in violation of applicable law. You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Platform, deep-link to any feature or content on the Platform, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform.

   Violations of system or network security may result in civil or criminal liability. Gravie will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working order or manner of the Platform or any activity being conducted on the Platform.

   In the event access to the Platform or a portion thereof is limited requiring a user ID and password (“Protected Areas”), you agree to access Protected Areas using only the user ID and password you select. The password you select should be unique to Gravie and not used on any other Platform. You agree to protect the confidentiality of your user ID and password, and not to share or disclose your user ID or password to any third party. You agree that you are fully responsible for all activity occurring under your user ID. You agree to immediately notify Gravie of any known or suspected unauthorized use of your password, user ID, or account or any other breach of security. Your access to the Platform may be revoked by Gravie at any time with or without cause. You agree to defend, indemnify, and hold Gravie harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by arising out of your breach of these Terms or violation of applicable law, your use or access of the Platform, or access by anyone accessing the Platform using your user ID and password.

   If you submit, upload, post, or transmit any protected health information, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images, or other materials to us or our Platform (“User Information”), you agree not to provide any User Information that (a) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, or (c) contains or transmits a virus or any other harmful component. You agree not to contact other Platform users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to Gravie that you have the legal right and authorization to provide all User Information to Gravie for use as set forth herein and required by Gravie.

   Gravie may de-identify your information such that it is no longer considered protected health information. Gravie may use such de-identified information, and disclose such de-identified information to third parties, as permitted by law.

5. No Platform Users Under 18 Years Old

   In order to access the Platform and the Gravie Services, you represent and warrant that you are 18 years old or older. If you are under the age of 18, please do not attempt to register with us on the Platform or provide any personal information about yourself to us. Parents/legal guardians or personal representatives of children under the age of 18 may register on a child’s behalf in order to purchase a child-only plan. If you are registering on behalf of a child under the age of 18, the child is considered the Gravie Member, and the provisions in these Terms addressed to the “Member” or “you” or “your” apply to the child and the child’s information; in that case, the parent/legal guardian is agreeing to these Terms on the child’s behalf. Similar rules apply to Personal Representatives of adults. If we learn that we have collected personal information directly from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information directly from someone under the age of 18, please contact us.

6. Your Account

   You agree to: (a) provide true, accurate, current, and complete information when registering to use the Platform and establish your account (“Registration Information”) and (b) maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account. You are entirely responsible for maintaining the confidentiality of any passwords and any usage and activities that occur in connection with your account. You agree not to allow others to access your account or utilize your password. Doing so will compromise the security of your account.

7. Accuracy and Integrity of Information

   A third party vendor (“Hosting Vendor”) hosts and manages the Platform and the tools available through the Platform. The tools permit users to compare health coverage, to make decisions about their health and wellness services and (if made available by your employer) to purchase health coverage and services with funds made available through post-tax payroll deduction or enroll in a group plan. The Hosting Vendor uses commercially reasonable efforts to ensure that the tools function properly and that data presented through the Platform, including account balances, are accurately presented. However, the employer, the Hosting Vendor and Gravie cannot guarantee that the data presented through the Platform will be accurate or complete. We make no representations, warranties, or guarantees whatsoever as to the correctness or accuracy of the Platform and Content thereon. It is possible that the Platform could include typographical errors, inaccuracies, or other errors, and that unauthorized additions, deletions, and alterations could be made to the Platform by third parties.

   If you believe there is a discrepancy in your account, you must notify Gravie immediately, and Gravie will use commercially reasonable efforts to resolve the discrepancy and any error or omission that may result there from in a prompt manner. We reserve the right to unilaterally correct any inaccuracies on the Platform without notice. Information contained on the Platform may be changed or updated without notice. Additionally, Gravie shall have no responsibility or liability for information or Content posted to the Platform from any unaffiliated third party. Your sole and exclusive remedy for any error or defect in the tools available on the Platform and any incorrect data displayed as a result is Gravie’s commercially reasonable efforts to resolve the error or defect in a prompt manner.

8. Links to Other Websites

   We make no representations whatsoever about any other website that you may access through the Platform. When you access a non-Gravie website, please understand that it is independent from us, and that we have no control over the content on that website. In addition, a link to a non-Gravie website does not mean that we endorse or accept any responsibility for the content, or the use, of the linked website. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third party websites linked to the Platform, you do this entirely at your own risk.

   The Platform may enable access to Gravie’s and/or third-party services and websites, including social media sites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. We are not responsible for examining or evaluating the content or accuracy of any third-party External Services, and shall not be liable for any such third-party External Services. Data displayed by the Platform or External Service, including but not limited to financial, medical, and location information, is for general informational purposes only and is not guaranteed by Gravie or its agents. You will not use the External Services in any manner that is inconsistent with the terms of these Terms or that infringes the intellectual property rights of Gravie or any third party. You agree not to use the External Services to harass, abuse, stalk, threaten, or defame any person or entity, and that we are not responsible for any such use. External Services may not be available for use in any particular location. To the extent you choose to use such External Services, you are solely responsible for compliance with any applicable laws. We reserve the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

9. Monitoring Call Center Services

   Gravie may electronically monitor the Gravie Services and may disclose any data, records, or electronic communication as permitted by applicable law. If you call Gravie with questions about the Gravie Services, your questions may be answered by a third-party call center pursuant to an agreement between the call center and Gravie. Such conversations may be recorded for purposes of quality control and improvement, to better deliver the Gravie Services, and to help us improve the Platform. By accessing and using our Platform, you agree and consent to such recordings for the purposes and uses set forth in these Terms and as otherwise set forth in the Privacy Policy.

10. Electronic Communications

    When you use the Platform, or send emails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. Gravie may contact you by telephone, mail, or e-mail to verify your information. Gravie may request further information from you and you agree to provide such further information to ensure that you have not fraudulently used the Platform. If you do not provide this information in the manner requested within fourteen (14) days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of our Platform until you provide the information to us as requested.

    Gravie is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM Act”) and the Telephone Consumer Protection Act (“TCPA”) to the extent applicable. In the event you receive a communication from us which you do not believe is fully compliant with the CAN-SPAM Act or the TCPA, please contact us. By providing your mobile number and/or email address, you are agreeing to be contacted by or on behalf of us at the mobile number or email address you have provided, including calls and emails to receive informational, product or service related messages and communications relating to the Platform. To unsubscribe from emails, follow the “unsubscribe” link we provide at the bottom of emails.

11. Supplemental Terms Applicable to Members

    These supplemental terms apply to Members in addition to the other provisions of these Terms. In the event of a conflict between the supplemental terms and any other terms herein, the supplemental terms shall prevail.

    1. General

       If you are eligible to use the Gravie Services as a Member, you must set up an account with Gravie by completing Gravie’s registration process before using the Gravie Service. You agree that all data you supply is accurate and complete, that you will promptly update any changes to your information, and that Gravie may store your information as needed to perform the Gravie Services. You warrant and represent that you are the person who is clicking on the “I Agree” button and that your information, and, if applicable, the information of the child or dependent adult on whose behalf you’re registering, is supplied as part of the registration. When you have completed the registration process, you will be a Member of the Gravie Services until our agreement is terminated.

       The Gravie Services are only available to United States residents in the states where the Gravie Service is available.

       Please note that you will also be asked to agree to and sign a “Gravie Release of Information” form at the point of plan selection. This HIPAA-compliant form authorizes Gravie to make certain disclosures of your protected health information in order to make its products and services available to you. You must sign this form if you wish to access the Gravie Services.

       You may also be asked to agree to and sign a “Gravie Release of Information” form that allows Gravie to market its products and services to you. Signing this HIPAA-compliant form is optional.

       Finally, you may be asked to agree to and sign a “Gravie Release of Information” form(s) if you enroll in certain products that would allow Gravie Agency LLC and/or Gravie Administrative Services LLC to share information with each other in order to facilitate services on your behalf. Signing this HIPAA-compliant form(s) is optional.

       You hereby grant us, to the extent permitted by applicable law, our Privacy Policy, and the “Gravie Release of Information” forms, a right and license to use and disclose the information you provide to the Gravie Services as reasonably necessary to provide the Gravie Services. Gravie’s use and disclosure of your information is further described in its Privacy Policy and in the “Gravie Release of Information” forms.

    2. Type of Coverage

       CAUTION – IF YOU ARE APPLYING FOR HEALTH COVERAGE OR AN INSURANCE POLICY THROUGH THE GRAVIE SERVICES, DO NOT CANCEL YOUR EXISTING HEALTH COVERAGE OR INSURANCE POLICY UNTIL YOU HAVE RECEIVED WRITTEN CONFIRMATION THAT YOUR APPLICATION FOR COVERAGE HAS BEEN ACCEPTED AND APPROVED.

       1. For Employees whose Employers are offering additional post-tax compensation

          If you are a Member with an employer that authorizes Gravie to publicize the Gravie Services to its employees, you may purchase insurance policies and other products and services made available through Gravie. You understand and agree that your employer may make additional taxable compensation available on your behalf for the purchase of these policies, products, or services through post-tax payroll deductions. In some circumstances, you may be required to use your own funds in addition to, or other than, taxable compensation received from your employer that you apply towards the purchase of insurance through post-tax payroll deductions. If you wish to make a purchase that requires use of your own funds, you will be asked to provide your checking or savings account number for automatic ACH withdrawals. You understand that by doing so, Gravie will be submitting monthly payments to the insurance company or vendor on your behalf. This may be done individually or through a list-bill arrangement with the insurance company or vendor.

          When a purchase involves both your own funds and taxable compensation received from your employer that you apply towards the purchase of insurance through post-tax payroll deductions, you understand and agree that Gravie will coordinate with your employer for purposes of forwarding payment to insurance companies or other vendors.

          You understand that if your employer makes taxable compensation available which you apply towards the purchase of insurance or other products and services through post-tax payroll deductions, your employer can discontinue the availability of this taxable compensation in the future for any reason.

          Your decision to purchase an individual insurance policy or any other product or service through the Gravie Services is completely voluntary on your part. Your employer does not:

          1. Contribute to or pay for individual policies of insurance or other products or services made available through Gravie (a decision by your employer to increase your taxable compensation is not a “contribution” for this purpose);
          2. Make or influence decisions regarding which individual insurance policies or other products or services are made available through the Gravie Services,
          3. Endorse any individual insurance policy or product or service made available through the Gravie Services or represent that such policy, product or service is part of an employee welfare benefit plan; or
          4. Receive any payment or compensation in connection with your purchase of individual insurance or any health and wellness service made available through the Gravie Services.

          NOTICE: INDIVIDUAL INSURANCE POLICIES MADE AVAILABLE THROUGH THE GRAVIE SERVICES ARE NOT SPONSORED OR ENDORSED BY YOUR EMPLOYER. THESE VOLUNTARY POLICIES ARE NOT PART OF AN EMPLOYER-SPONSORED WELFARE BENEFIT PLAN WITHIN THE MEANING OF THE EMPLOYEE RETIREE INCOME SECURITY ACT OF 1974 (ERISA) OR ANY OTHER STATE OR FEDERAL LAW. YOUR EMPLOYER DOES NOT ENDORSE ANY POLICY OR INSURANCE CARRIER. ALL ELIGIBILITY REQUIREMENTS, BENEFITS, AND CLAIMS PROCEDURES RELATED TO THESE POLICIES ARE BETWEEN YOU AND THE INSURANCE CARRIER AND SUBJECT TO THE TERMS OF THE INDIVIDUAL POLICY.

       2. Cash Outs

          Your employer may allow you to choose either cash or an after-tax amount to be applied toward health coverage. If you elect cash and if authorized by the employer, it may be made available to you through a direct deposit to your checking or savings account. Whether you elect cash or an amount to be applied towards health insurance, the value will be included as additional taxable income and reported on Form W-2. Any cash made available through the cash out process will be made available on a monthly basis, and only while you are employed by your employer.

       3. For Individuals

          If you are a Member who is a resident of a state where the Gravie Services is available and you desire to purchase insurance or other products or services, you may use the Gravie Services to apply for insurance and to purchase such services.

          You must provide your checking or savings account number for automatic ACH withdrawals in order to complete these transactions. You understand that by doing so, Gravie will be submitting monthly payments to the insurance company or vendor on your behalf. This may be done individually or through a list-bill arrangement with the insurance company or vendor.

       4. For Employees whose Employers are offering Group Coverage

          If you are a member with an employer that offers group coverage you may enroll in your employer’s group plan through the Gravie Services.

    3. Purchasing through the Gravie Services
       1. Purchasing Individual Insurance Policies
          1. To apply for insurance using the Gravie Services, Gravie Agency LLC may either:
             1. Send you a pre-filled paper application form, which you will be asked to review, sign, and mail to the applicable insurance company in the postage-paid envelope provided by Gravie Agency LLC along with the payment indicated on the application form; or,
             2. Put the application into an electronic format required by insurers, and submit the application to the insurer you requested on your behalf.

             If required by the insurer, you may need to complete additional applications or answer questions by agents of the insurer. Gravie Agency LLC or its affiliates will retain copies of insurance applications received for a minimum period of six (6) years, unless applicable law requires a different period of time.

          2. Purchasing other Products and Services

             Gravie may make available additional products and services offered by vendors related to health and wellness. To purchase those services, you may be required to review and to agree to separate terms of service required by the vendor. Gravie agrees to process payments made by you for third party vendor services, but otherwise Gravie is not responsible for, and makes no warranty regarding, the services provided by such vendors through the Gravie Services.

          3. Availability of Gravie Services

             To find out whether insurance or health and wellness services are available in your state through the Gravie Services, please see our list of eligible states or visit the vendor’s website.

          4. Cancellation Policy

             Your participation in the Gravie Services is voluntary. Any purchase of insurance is cancellable pursuant to the terms and conditions of the policy. Other purchases made through the Gravie Services are subject to the terms and conditions required of the vendor providing the product or service and may or may not be cancellable. You should review your purchases carefully before completing any transaction through the Gravie Services.

          5. Vendor Websites

             Services provided by third-party vendors through the Gravie Services may be offered through the vendor’s own website. The vendor’s website may have different terms and conditions and a different privacy policy, and your use of the vendor’s website will be governed by those agreements.

          6. Commissions and Insurance Purchases

             When you purchase insurance through the Gravie Services, Gravie Agency LLC may receive a commission from the insurance company for the sale of the insurance policy. Gravie Agency LLC is a wholly owned subsidiary of Gravie, Inc. The commission may be shared with other licensed insurance producers who act as agents for Gravie.

       2. Purchasing Group Health Coverage
          1. To apply for Group Coverage using the Gravie Services, Gravie Administrative Services LLC may either:
             1. Send you a paper application form, which you will be asked to complete, sign, and mail to Gravie Administrative Services, LLC; or,
             2. Complete an application into an electronic format. Gravie Administrative Services will retain copies of this application for coverage for a minimum period of six (6) years, unless applicable law requires a different period of time.
          2. Purchasing other Products and Services

             Gravie may make available additional products and services offered by vendors related to health and wellness. To purchase those services, you may be required to review and to agree to separate terms of service required by the vendor. Gravie agrees to process payments made by you for third party vendor services, but otherwise Gravie is not responsible for, and makes no warranty regarding, the services provided by such vendors through the Gravie Services.

          3. Availability of Services

             To find out whether insurance or health and wellness services are available in your state through the Gravie Services, please see our list of eligible states or visit the vendor’s website.

          4. Vendor Websites

             Services provided by third-party vendors through the Gravie Services may be offered through the vendor’s own website. The vendor’s website may have different terms and conditions and a different privacy policy, and your use of the vendor’s website will be governed by those agreements.

    4. Termination

       Subject to applicable law, Gravie reserves the right to terminate, suspend or deny, in its sole discretion, your access to all or any portion of the Gravie Services if: (a) you fail to comply with these Terms; (b) your employer ceases to permit Gravie to make the Gravie Services available to you; (c) you make no purchases through the Gravie Services in your individual capacity after a reasonable period of time; or (d) you do not sign the required “Gravie Release of Information” form. If you have an account with Gravie, you acknowledge and agree that Gravie may immediately deactivate or delete your account and all related data and files in your account and disable your password on termination of these Terms. The Sections of these Terms that by nature should survive termination of the Gravie Services shall survive such termination, including without limitation Sections entitled No Third Party Rights, Indemnification, Disclaimer of Warranties, Exclusive Remedy, Limitations on Liability, Dispute Resolution; Arbitration Agreement, and Miscellaneous Terms.

12. No Third Party Rights

    Unless expressly stated in these Terms, nothing herein is intended to confer any rights, obligations, duties, or remedies, on any person other than you and Gravie. Nothing in the Terms is intended to relieve or discharge the obligation or liability of any third persons to you and Gravie, nor shall any provision give any third parties any right of subrogation or action over you and Gravie. The Platform is only provided for your benefit and may not be relied on by any third party.

13. Indemnification

    You agree to defend, indemnify, and hold harmless us, our licensors, vendors, insurers, agents, and commercial partners and our respective officers, directors, employees, and agents from and against any and all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable attorney’s fees, that arise directly or indirectly out of or in connection with: (i) your use or misuse of the Platform, Gravie Services, or any information posted on the Platform; (ii) your breach of these Terms or Privacy Policy; (iii) the content or subject matter of any information you provide to Gravie; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Platform, Gravie Services, or any information on the Platform, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.

14. Disclaimer of Warranties

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE GRAVIE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, AND GRAVIE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE. YOUR USE OF THE GRAVIE SERVICES IS SOLELY AT YOUR OWN RISK. FURTHERMORE, GRAVIE AND ITS VENDORS DO NOT WARRANT THAT THE GRAVIE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GRAVIE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CODE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GRAVIE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

15. Exclusive Remedy

    If you are dissatisfied with the Gravie Services (including without limitation these Terms), your sole and exclusive remedy is to discontinue using the Platform and Gravie Services, except as specifically set forth in these Terms.

16. Limitations on Liability

    NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRAVIE AND ITS VENDORS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST OR CORRUPTED DATA OR CONTENT, ANY ERRORS CAUSED BY THE TOOLS AVAILABLE THROUGH THE PLATFORM, OR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF USE OF THE GRAVIE SERVICES OR ANY SUBJECT MATTER OF THESE TERMS, EVEN IF GRAVIE HAS BEEN ADVISED OF OR COULD HAVE FORESEEN THE POSSIBILITY OF SUCH DAMAGES UNDER ANY THEORY OF LIABILITY. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF GRAVIE TO YOU WITH RESPECT TO YOUR USE OF THE PLATFORM AND SERVICES IS ONE THOUSAND DOLLARS ($1,000).

17. Force Majeure

    We will not be deemed to be in breach of these Terms or liable or deemed to have defaulted for any breach of these Terms or our Privacy Policy for any failure or delay in fulfilling or performing any term of these Terms, when and to the extent such failure or delay is caused by or results from acts beyond our reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, explosion, pandemic, or epidemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of these Terms; (f) national or regional emergency; and (g) other events beyond our reasonable control. We will do our best to communicate with you and to provide notice within thirty (30) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. We shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimized. We shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

18. Dispute Resolution; Arbitration Agreement

    We will try to work in good faith to resolve any issue you have with the Platform and Gravie Services if you bring that issue to the attention of our customer service department. However, we realize that there may be rare cases where we may not be able to resolve an issue to a customer’s satisfaction.

    You and Gravie agree that any dispute, claim, or controversy arising out of or relating in any way to these Terms or your use of the Platform, including Gravie Services, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration is more informal than bringing a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and is subject to very limited review by courts. Arbitration allows for more limited discovery than in court, however, we agree to cooperate with each other to agree to reasonable discovery in light of the issues involved and amount of the claim. Arbitrators can award the same damages and relief that a court can award, but in so doing, the arbitrator shall apply substantive law regarding damages as if the matter had been brought in court, including without limitation, the law on punitive damages as applied by the United States Supreme Court. You agree that, by agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Gravie are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms and any other contractual relationship between you and Gravie.

    If you desire to assert a claim against Gravie, and you therefore elect to seek arbitration, you must first send to Gravie, by certified mail, a written notice of your claim (“Notice”). The Notice to Gravie should be addressed to: Gravie, Attn: LEGAL NOTICE, 10 Northeast 2nd Street; Ste 300; Minneapolis, MN 55413 (“Notice Address”). If Gravie desires to assert a claim against you and therefore elects to seek arbitration, it will send, by certified mail, a written Notice to the most recent address we have on file or otherwise in our records for you. A Notice, whether sent by you or by Gravie, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If Gravie and you do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or Gravie may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Gravie or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration from the American Arbitration www.adr.org. If you are required to pay a filing fee, after Gravie receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for more than US $10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by requesting them from us by writing to us at the Notice Address. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of these Terms, including this arbitration agreement. Unless Gravie and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US $10,000 or less, we agree 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 US $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 shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Gravie’s last written settlement offer made before an arbitrator was selected (or if Gravie did not make a settlement offer before an arbitrator was selected), then Gravie will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Each party shall pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a statutory claim that affords the prevailing party attorneys’ fees, or if there is a written agreement providing for payment or recovery attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party, under the standards for fee shifting provided by law.

    YOU AND GRAVIE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Gravie agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

    If this agreement to arbitrate provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be in state or federal courts located in and for Hennepin County, Minnesota. The laws of the State of Minnesota will govern these Terms, without reference to its conflicts of law principles, except that the federal law of the United States shall apply to questions regarding the validity, infringement or enforceability of U.S. federal patent, copyright and trademark rights relating in any way to these Terms or the Gravie Services. Both Gravie and you agree to waive any and all rights to a jury trial in the event this agreement to arbitrate is found to be unenforceable.

19. Miscellaneous Terms

    If any provision of these online Terms is held to be unenforceable, that provision will be removed and the remaining provisions will remain in full force. The failure of either you or Gravie to require performance by the other party of any provision of these Terms will not affect the right to require performance at any time in the future; nor will the waiver by either party of a breach of any provision be taken or held to be a waiver of the provision itself. These Terms (including without limitation our Privacy Policy) are the entire and exclusive agreement between you and Gravie with respect to your access and use of the Gravie Services. Except as otherwise provided herein, any notice permitted or required to be given under these Terms shall be deemed sufficient if given by registered or certified mail, postage prepaid, return receipt requested, by private courier service or by facsimile or email addressed to your address as provided upon your registration and/or to Gravie, Inc., 10 Northeast 2nd Street; Ste 300, Minneapolis, MN 55413, or to such other addresses as the parties may designate by like notice from time to time. A notice so given shall be effective upon (a) receipt by the party to which the notice is given, or (b) on the fifth day following domestic mailing or the tenth day following international mailing, whichever occurs first.

20. Contact Us

    Gravie, Inc.
    10 Northeast 2nd Street; Ste 300
    Minneapolis, MN 55413
    1-800-501-2920
    help@gravie.com