Terms of Service
LAST UPDATED: 2022-12-15
These Terms of Service form a legal agreement between 1180397 ONTARIO INC. (“we”, “us” or “Gravity Cloud”) and the person or organization (“Customer,” “Buyer” or “you”) to use our website located at gravity-cloud.com and our web app located at app.gravity-cloud.com, any related website, or mobile Platform controlled by us (collectively, the “platform”).
1. ACCESS TO THE PLATFORM
1.1 Registration on the platform takes place by opening an account on the platform and agreeing to these Terms of Service:
a. In the registration form the user must provide a valid email address. By submitting the completed registration form, the user creates a user account (hereinafter “account”) and submits his or her offer to enter into a contract for the use of the platform.
b. Each user may only register once. One account must be created per user. An account is not transferable.
c. Within the first fourteen (90) days after successful registration in accordance with section 1.1.a, the user may use the platform with limited functionality free of charge (hereinafter “test period”). Gravity Cloud is entitled to terminate the test period at any time or to further restrict the platform during the test period.
1.2 The checkout process on the platform is available to the user for the completion of a paid subscription.
The process is carried out as follows:
a. The user first selects a subscription. The user enters data required for the payment before sending the booking, the user can check all the data previously entered by him or her again and, if necessary, correct it by entering other data.
b. A booking is only possible if they agree to the validity of these Terms of Service. By sending the booking, the user makes an offer to book a paid subscription.
1.3 Your account:
a. The Gravity Cloud platform is registered to the email address of the original purchaser. Registered users cannot distribute, give away, permit others to use, or resell their access to the Gravity Cloud platform.
1.4 The upgrade of a subscription to a higher-value subscription and the addition of further user licenses (hereinafter “upgrade”) shall be possible at any time. In the event of an upgrade, the current term shall be adopted for the upgrade. Payment for the higher-value subscription or license shall be made on a pro-rata basis in proportion to the remaining term of the contract.
1.5 The downgrade to a lower subscription and the termination of user licenses (hereinafter “downgrade”) is possible at any time during the current term.
1.6 The conclusion of subscriptions for the use of the platform is subject to a fee. The subscriptions shall be governed by (i) the platform description currently in effect at the time of conclusion of a contract and the prices stated therein for the monthly or annual remuneration or (ii) the prices stated in the quote (hereinafter “remuneration”).
a. When accessing the platform, you may choose to provide your data (including data, form-data, text and images). These Terms of Service do not give us any rights to your uploaded data except for a limited license to allow us to offer you the platform.
1.7 The Platform
a. By using the platform, you are confirming that you have determined that the platform is appropriate for your needs. We do not guarantee that the platform meets your needs or that they are suitable for your specific purposes.
b. We reserve the right to update the platform at any time. We warrant that our updates to the platform will not materially reduce the functionality of the platform during the period in which you pay for access to the platform.
c. We will provide you access to the platform in a professional manner. Otherwise, we hereby disclaim all other warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties as to merchantability or fitness for a particular purpose as they relate to the platform.
1.8 Age Restrictions
a. If you are under the age of 18, you are permitted to use the Content and access and platform, but you shall not submit any personal information that may be used to identify you. If you are under the age of 13, you shall only use the Content and access the platform while under the direct supervision of a parent or guardian. Regardless of your age, you shall not submit the personal information of anyone under the age of 18.
If you wish to access our platform, you will be required to select a Subscription Plan. The terms governing the fee, including its frequency and amount, can be found on the Website (the “Subscription Plan”) or are available upon request. Such Subscription Plan may include usage limits for you. The Subscription Plan also may have the option to prepay for your access to the platform before it begins or to receive an invoice for payment after your access to the platform has begun.
To the extent your access of the platform exceeds the usage limits provided for in your Subscription Plan, you were not invoiced for services rendered, or you missed any payments due on your account, Gravity Cloud reserves the right to recover such fees and charge you standard and overage fees for any such regular and excessive use.
You represent and warrant to Gravity Cloud that any payment information you provide is true and that you are authorized to use the payment instrument. You will promptly inform Gravity Cloud with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Gravity Cloud the amount that is specified in the Subscription Plan in accordance with the terms of such Plan and these Terms of Service. If applicable, you hereby authorize Gravity Cloud to bill your payment instrument in advance of receipt of any access to the platform on a periodic basis in accordance with the terms of the applicable Subscription Plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges, you must let Gravity Cloud know in writing within 60 days after the date that Gravity Cloud invoices you.
We reserve the right to change our fees. If we change our fees, the Subscription Plan, or any applicable usage limits, Gravity Cloud will provide notice of the change on the Website or in an email to you, at Gravity Cloud’s sole discretion, at least 30 days before the change is to take effect. Your continued access to the platform after the price change becomes effective constitutes your agreement to pay the changed amount.
Your failure to provide payment in accordance with your Subscription Plan on a timely basis shall afford Gravity Cloud the right to terminate your access to the platform. All fees are non-refundable and exclusive of applicable taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Gravity Cloud incurs collecting late amounts.
3. TERMINATION OF SERVICE
You may terminate access to the platform at any time in accordance with the terms and policies posted on the Website.
4. EXCLUSION AND LIMITATION OF LIABILITY
In no event will we have any liability to you for any lost profits or revenues or for any indirect, special, incidental, consequential, aggravated, or punitive damages however caused, whether in contract, tort, or otherwise, and whether or not you have been advised of the possibility of such damages. In the event the foregoing paragraph, or any part thereof, is void under applicable law, this paragraph, or such part thereof, shall be inapplicable.
Except for our data-protection obligations, our cumulative liability to you for all claims arising from these Terms of Service, including, without limitation, any cause of action sounding in contract, tort (including without limitation, negligence or strict liability), by statute, other legal theory, or otherwise howsoever arising, will not exceed $100 or the fees you have paid to us in the 12-month period preceding the date of the claim, whichever is greater.
Our cumulative liability to you for all claims arising from our breach to our data-protection obligations (discussed below in Information Security Program) arising from these Terms of Service will not exceed the amount of available insurance under our cyber liability insurance limits.
5. INFORMATION SECURITY PROGRAM
To protect your security when you access our platform, we have implemented appropriate technical and organizational measures to protect the personal information you give us against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access. We encrypt the personal information using industry standard encryption tools, whether in transit or at rest, and we will safeguard the security and confidentiality of all encryption keys associated with encrypted personal information.
We will investigate all breaches of security of the platform, and in the event of a breach and we are obliged by applicable law to notify you, we will notify you in writing in accordance with applicable law, and we will provide information regarding the nature and scope of the data security breach.
However, please note that your security may be compromised if you share your usernames and passwords. It is your sole responsibility to ensure that all usernames and passwords used to access the platform are kept secure and confidential. You must immediately notify us of any unauthorized use of your account, including the unauthorized use of your password, or any other breach of security.
6. JURISDICTION AND VENUE
These Terms of Service and any use of the platform shall be governed by, and construed in accordance with, Ontario law.
If any claim, dispute or controversy occurs between us and you relating to the interpretation or implementation of any of the provisions of these Terms of Service, such dispute shall be resolved by private, confidential and binding arbitration. Such arbitration shall be conducted by a single arbitrator. The arbitrator shall be appointed by agreement of the parties or, in the absence of an agreement, such arbitrator shall be appointed by a judge upon the application of either you or us. Arbitration shall be held in Ontario, unless otherwise agreed by the parties. The arbitration procedure to be followed shall be agreed by the parties or, in absence of an agreement, determined by the arbitrator. The arbitration shall proceed in accordance with the provisions of the Arbitration Act, 1991, SO 1991, c 17. Subject to any right of appeal, the decision arrived at by the arbitrator shall be final and binding. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
7. GENERAL TERMS
The preceding Terms and Conditions govern access to the platform between you and 1180397 ONTARIO INC., Inc. The Terms, together with any other documents incorporated herein by reference, constitute the entire agreement of the Parties and supersede all prior and contemporaneous understandings, agreements, representations, and warranties with respect to its subject matter. By placing a subscription order with us you acknowledge that you have read, understood, and agree with our Terms and Conditions.
We reserve the right to alter these Terms and Conditions at any time for any reason. These Terms may not be altered by you without 1180397 ONTARIO INC.’s prior written agreement. Only 1180397 ONTARIO INC. may assign these Terms.