Grad Pad
Terms of Service
Grad Pad
Terms of Service Agreement
Last Updated: 10/30/2024
PLEASE READ THIS TERMS OF SERVICE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES OF GRAD PAD CORP. (“GRAD PAD,” “US,” AND “WE”, ) ITS AFFILIATES OR AGENTS ON WHICH A LINK TO THESE TERMS OF SERVICE APPEAR (COLLECTIVELY, THE “WEBSITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY GRAD PAD. THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE, OUR MOBILE APPLICATIONS (“APPS”), AND THE SERVICES, INFORMATION AND CONTENT, AVAILABLE OR ENABLED VIA THE WEBSITE OR APP (COLLECTIVELY, WITH THE APPS AND THE WEBSITE, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, DOWNLOADING AN APP, OR ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT PERSONALLY OR ON BEHALF OF THE INDIVIDUAL NAMED AS THE USER AT THE TIME OF REGISTRATION, OR IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU HAVE THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT; AND (3) YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IF THAT IS NOT 18 YEARS OF AGE WHERE YOU LIVE) OR THAT YOU HAVE REVIEWED THIS AGREEMENT WITH YOUR PARENT OR LEGAL GUARDIAN AND HE OR SHE AGREES TO THIS AGREEMENT ON YOUR BEHALF AND TAKES FULL RESPONSIBILITY FOR YOUR COMPLIANCE WITH THEM. YOU AGREE THAT YOU (AND YOUR PARENT OR GUARDIAN) ARE FULLY ABLE AND COMPETENT TO ENTER INTO AND COMPLY WITH THIS AGREEMENT. IF YOU ARE UNDER 18 YEARS OF AGE, YOU UNDERSTAND THAT YOU CANNOT LATER VOID THIS AGREEMENT WITH GRAD PAD AS A MINOR WITHOUT LOSING ACCESS TO YOUR ACCOUNT (AS DEFINED IN SECTION 2.1 (REGISTERING YOUR ACCOUNT)) AND THE SERVICES, AND YOUR PARENTS ARE RESPONSIBLE FOR YOUR ACTIONS AND ANY OBLIGATIONS YOU HAVE INCURRED WHILE ENJOYING THE BENEFITS OF ACCESS TO THE FEATURES AND FUNCTIONS OF THE SERVICES AS IF YOU WERE AN ADULT. . THE TERM “YOU” OR “USER” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER DURING REGISTRATION FOR THE SERVICES. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THIS WEBSITE, APP OR THE SERVICES.
PLEASE BE AWARE THAT SECTION 13 (DISPUTE RESOLUTION) OF THIS AGREEMENT BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE WEBSITE OR THE SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.
Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in this Agreement or will be presented to you for your acceptance when you sign up to use the supplemental Service. If the Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. All Supplemental Terms are hereby incorporated into this Agreement by reference. This Agreement and any applicable Supplemental Terms are referred to herein as the “Terms.”
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY GRAD PAD IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Grad Pad will make a new copy of the Agreement available at the Website and the App, and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website or App. We will also update the “Last Updated” date at the top of the Agreement. If we make material changes to the Agreement, we may (and, where required by law, will) also provide notification of changes in another way that we believe is reasonably likely to reach you, such as via e-mail if you have an Account or another manner through the Services (which may include posting an announcement on our Website). Grad Pad may require you to provide consent to the updated Agreement in a specified manner before further use of the Website, App and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you agree to stop using the Website, App and the Services. Otherwise, your continued use of the Website, App or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE OR APP TO VIEW THE THEN-CURRENT TERMS.
1. Use of the Services. The Website, App, Services, and the information and content available on the Website, App and the Services (as these terms are defined herein) (collectively, the “Grad Pad Properties”) are protected by copyright laws throughout the world. Subject to the Terms, Grad Pad grants you a limited license to use the Grad Pad Properties solely for your personal use. Unless otherwise specified by Grad Pad in a separate license, your right to use any Grad Pad Properties is subject to the Terms.
1.1 Overview of Services. Subject to the terms of this Agreement, Grad Pad offers a platform that helps organizers (“Organizers”) and attendees (“Attendees”) of third-party events (“Events”) to network, connect and better engage with other Attendees at the Event. Grad Pad is not the creator, organizer, or owner of the Events listed on the Services. Instead, Grad Pad provides Services, which allow Organizers to utilize the Services to enhance Attendee experiences at the Events. When utilizing the Services for an Event, the Organizer, and not Grad Pad, is solely responsible for ensuring that Event and any Content (as defined below) submitted in connection with the Event complies with any applicable laws, rules, and regulations, and that the goods and services described on the event page are delivered as described and in an accurate, satisfactory manner.
1.2 App License. Subject to your compliance with this Agreement, Grad Pad grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Furthermore, with respect to any App accessed through or downloaded from Google Play (a “Google Play Sourced Application”), you may have additional license rights and/or restrictions with respect to use of the App.
1.3 Updates. Grad Pad may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Services (“Updates”). These Updates may be automatically installed without providing any additional notice or receiving any additional consent. Under this Agreement, you consent to these automatic updates. If you do not wish to use such Updates, your sole remedy is to terminate your Account. If you do not terminate your Account, you will receive Updates automatically. Your continued use of the Grad Pad Properties is your agreement to this Agreement with respect to the Grad Pad Properties.
1.4 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any Grad Pad Properties or any portion of Grad Pad Properties, including the Website and App; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Grad Pad Properties (including images, text, page layout or form) of Grad Pad; (c) you shall not use any metatags or other “hidden text” using Grad Pad’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Grad Pad Properties; (e) you shall not use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you will not access any Grad Pad Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of any Grad Pad Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Grad Pad Properties. Any future release, Update or other addition to Grad Pad Properties shall be subject to the Terms. Grad Pad, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Grad Pad Properties terminates the licenses granted by Grad Pad pursuant to the Terms.
1.5 Third-Party Materials. As a part of Grad Pad Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for Grad Pad to monitor such materials and that you access these materials at your own risk.
2. Registration
2.1 Registering Your Account. In order to access certain features of Grad Pad Properties, you must become a Registered User. For purposes of the Terms, a “Registered User” is a user who has registered an account through the Website, App or Services (“Account”).
2.2 Registration Data. In registering an Account through the Services, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (l) at least thirteen (13) years old; (m) of legal age to form a binding contract or that you have reviewed this Agreement with your parent or legal guardian and he or she agrees to this Agreement on your behalf; and (n) not a person barred from using Grad Pad Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of Grad Pad Properties by minors. You may not share your Account or password with anyone, and you agree to (y) notify Grad Pad immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Grad Pad has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Grad Pad has the right to suspend or terminate your Account and refuse any and all current or future use of Grad Pad Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time.
2.3 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to Grad Pad Properties. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Grad Pad Properties.
3. Responsibility for Content
3.1 Types of Content. You acknowledge that all data, text, software, sounds, photographs, graphics, videos, messages, tags and/or other materials (collectively, “Content”), including Grad Pad Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not Grad Pad, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Grad Pad Properties or data collected by or related to the Services and your use thereof (collectively, “Your Content”), and that you and other Users of Grad Pad Properties (including, but not limited to Organizers and Attendees), and not Grad Pad, are similarly responsible for all Content they Make Available through Grad Pad Properties (“User Content”). The use of Your Content by Grad Pad will be subject to the terms of our Privacy Policy located at: [insert privacy policy].
3.2 No Obligation to Pre-Screen Content.You acknowledge that Grad Pad has no obligation to pre-screen Content (including, but not limited to, User Content), although Grad Pad reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, video, message, voice or other communications. In the event that Grad Pad pre-screens, refuses or removes any Content, you acknowledge that Grad Pad will do so for Grad Pad’s benefit, not yours. Without limiting the foregoing, Grad Pad shall have the right to remove any Content that violates this Agreement or is otherwise objectionable.
3.3 Storage. Unless expressly agreed to by Grad Pad in writing elsewhere, Grad Pad has no obligation to store Your Content that you Make Available on Grad Pad Properties. Grad Pad has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Grad Pad Properties.
4. User Conduct
4.1 Commercial Activities. You agree that you will not, under any circumstances (except to the extent expressly authorized by the Agreement):
(a) Reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of Grad Pad Properties (including your Account), or access to or use of Grad Pad Properties;
(b) Upload, post, e-mail, transmit or otherwise Make Available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation in connection with any Grad Pad Property;
(c) Use Grad Pad Properties or any part thereof for any commercial purpose, including, but not limited to, communicating or facilitating any commercial advertisement or solicitation;
(d) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise) in connection with Grad Pad Properties; or
(e) Market any goods or services for any business purposes on or in connection with any Grad Pad Properties.
1.2 General. In connection with your use of Grad Pad Properties, you shall not:
(a) Make Available any Content that, in Grad Pad’s sole discretion, (i) is unlawful, tortious, defamatory, abusive, profane, vulgar, pornographic, obscene, libelous, or racially, ethnically or otherwise objectionable (including nudity); (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities;
(b) Harm minors in any way;
(c) Impersonate any person or entity, including, but not limited to, Grad Pad personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) Make Available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(e) Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, moral, publicity or other proprietary or contractual rights;
(f) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(g) Register for more than one Account or register for an Account on behalf of an individual other than yourself;
(h) Stalk or otherwise harass, bully or intimidate any other user of our Grad Pad Properties; or
(i) Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
2. Investigations. Grad Pad may, but is not obligated to, monitor or review Grad Pad Properties and Content at any time. Without limiting the foregoing, Grad Pad shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law. Although Grad Pad does not generally monitor user activity occurring in connection with Grad Pad Properties or Content, if Grad Pad becomes aware of any possible violations by you of any provision of the Agreement, Grad Pad reserves the right to investigate such violations, and Grad Pad may, at its sole discretion, immediately terminate your license to use Grad Pad Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
3. Fees
3.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Grad Pad with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”) to make any purchases through the Services. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing Grad Pad with your credit card number and associated payment information, you agree that Grad Pad may authorize the Payment Provider to immediately charge you for all amounts due and payable with no notice or consent to you. You agree to immediately notify Grad Pad of any change in your billing address or the credit card used for payment hereunder. In the event that your credit card expires or Grad Pad, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. Grad Pad reserves the right to cancel the request if: (i) your payment method is declined; or (ii) you have been previously banned or removed from the Grad Pad Properties for any reason. Grad Pad reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Grad Pad Properties or by e-mail delivery to you.
3.2 Taxes. Users will be liable for any taxes required to be paid on the Services provided under the Agreement.
Ownership
3.3 Grad Pad Properties. Except with respect to Your Content and User Content, you agree that Grad Pad and its suppliers own all rights, title and interest in and to all Grad Pad Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or any other Grad Pad Properties.
3.4 Trademarks. “Grad Pad” and other related graphics, logos, service marks and trade names used on or in connection with Grad Pad Properties or in connection with the Services are the trademarks of Grad Pad and may not be used without permission. Other trademarks, service marks and trade names that may appear on or in Grad Pad Properties are the property of their respective owners.
3.5 Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in Grad Pad Properties.
3.6 Your Content. Grad Pad does not claim ownership of Your Content. However, when you as a user post or publish Your Content on or in Grad Pad Properties you represent that you own or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. In addition to any other license granted under this Agreement, you grant Grad Pad a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of: (a) operating, improving and providing the Services; (b) advertising, marketing, and promoting our Website, App and Services and (b) compiling statistical and other information related to the performance, operation, and use of the Service. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Grad Pad Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that we may display advertising with or in connection with Your Content. You further acknowledge and agree that Grad Pad has no obligation to you in connection with any advertising displayed on or in connection with the Grad Pad Properties (including no obligation to share any revenue received by Grad Pad as a result of any such advertising). You agree that you, not Grad Pad, are responsible for all of Your Content that you Make Available on or in Grad Pad Properties.
3.7 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Grad Pad through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Grad Pad has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Grad Pad a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Grad Pad Properties.
4. Third-Party Services
4.1 Third-Party Services. The Service may display or permit linking or other access to or use of third-party Content, websites, apps, services and resources (collectively “Third-Party Services”) that are not under Grad Pad’s control. This may include the opportunity for you to link the Grad Pad Service with Third-Party Services. We provide these links only as a convenience and are not responsible for the products, services, or other content that are available from Third-Party Services. You acknowledge that any Third-Party Services that you use in connection with the Grad Pad Service are not part of the Grad Pad Service and are not controlled by Grad Pad, and you take sole responsibility and assume all risk arising from your interaction with or use of any Third-Party Services. You also acknowledge that this Agreement and the Grad Pad Privacy Policy do not apply to any Third-Party Services. You are responsible for reading and understanding the terms and conditions and privacy policy that applies to your use of any Third-Party Services.
4.2 App Stores. You acknowledge and agree that the availability of the App and the Services is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (“App Store”). You acknowledge that this Agreement is between you and Grad Pad and not with the App Store. Grad Pad, not the App Store, is solely responsible for Grad Pad Properties, including the App, the content thereof, maintenance, support services, and warranty therefore, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Grad Pad Properties, including the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Grad Pad Properties, including the App. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of this Agreement and will have the right to enforce them.
5. Indemnification. You agree to indemnify and hold Grad Pad, its successors, assigns, parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Grad Pad Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of the Services or any other Grad Pad Properties; (c) your violation of the Terms (including, without limitation, your submission of false or misleading information through the Services); (d) your violation of any rights of another party, including any Users; (e) your interactions with other Users; and (f) your violation of any applicable laws, rules or regulations. Grad Pad reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Grad Pad in asserting any available defenses. This provision does not require you to indemnify any of the Grad Pad Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to Grad Pad Properties.
6. Disclaimer of Warranties and Conditions
6.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF GRAD PAD PROPERTIES IS AT YOUR SOLE RISK, AND GRAD PAD PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRAD PAD EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
(a) GRAD PAD MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) GRAD PAD PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF GRAD PAD PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF GRAD PAD PROPERTIES WILL BE ACCURATE OR RELIABLE.
(b) GRAD PAD MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE SERVICES OR TIMELINESS OF THE SERVICES.
(c) ANY CONTENT ACCESSED THROUGH GRAD PAD PROPERTIES, IS AT YOUR OWN RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
6.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT GRAD PAD PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD GRAD PAD LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING ORGANIZER OR OTHER USERS, AND THAT THE RISK OF ECONOMIC DAMAGES FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WE HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE (I) QUALITY, SAFETY, SUCCESS, ACCURACY, OR LEGALITY OF ANY EVENT OR CONTENT ASSOCIATED WITH AN EVENT, (II) ACCURACY OF ANY INFORMATION PROVIDED BY USERS (INCLUDING PERSONAL INFORMATION SHARED WITH ORGANIZERS IN CONNECTION WITH EVENTS), OR (III) ABILITY OF ANY USER TO COMPLETE A TRANSACTION. GRAD PAD MAKES NO WARRANTY THAT THE THIRD-PARTY SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
7. Limitation of Liability
7.1 Disclaimer of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL GRAD PAD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, OR FOR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT GRAD PAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
7.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL GRAD PAD BE LIABLE TO YOU FOR MORE THAN THE GREATER OF: (a) TOTAL AMOUNT PAID BY YOU TO GRAD PAD DURING THE TWELVE (12)-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; OR (b) ONE HUNDRED DOLLARS ($100.00). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF GRAD PAD FOR (A) DEATH OR PERSONAL INJURY CAUSED BY GRAD PAD’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY GRAD PAD’S FRAUD OR FRAUDULENT MISREPRESENTATION.
7.3 User Content. EXCEPT FOR GRAD PAD’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN ITS PRIVACY POLICY, GRAD PAD ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
7.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GRAD PAD AND YOU. THE FOREGOING LIMITATIONS OF LIABILITY APPLY TO THE FULLEST EXTENT ALLOWED BY LAW.
8. Termination
8.1 Termination. If you want to terminate the Services provided by Grad Pad, you may do so by (a) notifying Grad Pad at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Grad Pad’s address set forth below. We reserve the right to terminate your access to the Grad Pad Properties, at any times, for any reason, including at the conclusion of any Event, in our sole discretion.
8.2 Effect of Termination. Termination of the Services includes removal of access to the Services and barring of further use of the Services. Upon termination of the Services, your right to use the Services will automatically and immediately terminate. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases and Grad Pad will not have any liability whatsoever to you for any deletion of Your Content. Grad Pad will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
9. International Users. Grad Pad Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Grad Pad intends to announce such Services or Content in your country. Grad Pad Properties are controlled and offered by Grad Pad from its facilities in the United States of America. Grad Pad makes no representations that Grad Pad Properties are appropriate or available for use in other locations. Those who access or use Grad Pad Properties from other countries do so at their own volition and are responsible for compliance with local law. Grad Pad reserves the right to limit the availability of the Website and/or Services to any person, geographic area, or jurisdiction it so desires at any time and in our sole discretion.
10. Dispute Resolution. Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Grad Pad and limits the manner in which you can seek relief from us.
10.1 Applicability of Arbitration Agreement
(a) You agree that any dispute or claim relating in any way to your access or use of the Website or Services or to any aspect of your relationship with Grad Pad, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Grad Pad may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).
(b) This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.
10.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to 3101 Sawtelle Blvd, unit 313, Los Angeles, CA, 90066, Attn: Legal. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Grad Pad will pay them for you. In addition, Grad Pad will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
10.3 Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Grad Pad. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
10.4 Waiver of Jury Trial. YOU AND GRAD PAD HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Grad Pad are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Applicability of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
10.5 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court as set forth in Section 15.6 (Exclusive Venue).
10.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: rondaledavis@gradpad.io, Attn: Legal Department within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Grad Pad username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
10.7 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
10.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Grad Pad.
10.9 Modification. Notwithstanding any provision in the Agreement to the contrary, we agree that if Grad Pad makes any future material change to this Arbitration Agreement, it will not apply to any individual claim(s) that you had already provided notice to Grad Pad.
11. Procedures for Making Claims of Copyright Infringement. It is Grad Pad’s policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to Grad Pad by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on Grad Pad Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Grad Pad Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for Grad Pad’s Copyright Agent for notice of claims of copyright infringement is as follows: 3101 Sawtelle Blvd, unit 313, Los Angeles, CA, 90066 Attn: Legal.
12. General Provisions
12.1 Electronic Communications. The communications between you and Grad Pad use electronic means, whether you visit Grad Pad Properties or send Grad Pad e-mails, or whether Grad Pad posts notices on Grad Pad Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Grad Pad in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Grad Pad provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
12.2 Release. You hereby release Grad Pad Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of Grad Pad Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Grad Pad Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website, App or any Services provided hereunder.
12.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Grad Pad’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
12.4 Force Majeure. Grad Pad shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
12.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Grad Pad Properties, please contact us at: rondaledavis@gradpad.io. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
12.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Grad Pad agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in [_____], California.
12.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THIS AGREEMENT.
12.8 Notice. Where Grad Pad requires that you provide an e-mail address, you are responsible for providing Grad Pad with your most current e-mail address. In the event that the last e-mail address you provided to Grad Pad is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Grad Pad’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Grad Pad at the following address: 3101 Sawtelle Blvd, unit 313, Los Angeles, CA, 90066, Attn: Legal. Such notice shall be deemed given when received by Grad Pad by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
12.9 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
12.10 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
(a) Accessing and Downloading the Application from iTunes. The following applies to any Apple App Store Sourced Application accessed through or downloaded from the Apple App Store:
(b) You acknowledge and agree that (a) the Agreement is concluded between you and Grad Pad only, and not Apple, and (b) Grad Pad, not Apple, is solely responsible for the Apple App Store Sourced Application and content thereof. Your use of the Apple App Store Sourced Application must comply with the App Store Terms of Service.
(c) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple App Store Sourced Application.
(d) In the event of any failure of the Apple App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple App Store Sourced Application. As between Grad Pad and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Grad Pad.
(e) You and Grad Pad acknowledge that, as between Grad Pad and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple App Store Sourced Application or your possession and use of the Apple App Store Sourced Application, including, but not limited to: (a) product liability claims; (b) any claim that the Apple App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
(f) You and Grad Pad acknowledge that, in the event of any third-party claim that the Apple App Store Sourced Application or your possession and use of that Apple App Store Sourced Application infringes that third party’s intellectual property rights, as between Grad Pad and Apple, Grad Pad, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement.
(g) You and Grad Pad acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the Apple App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the Apple App Store Sourced Application against you as a third-party beneficiary thereof.
(h) Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the Apple App Store Sourced Application.
12.11 Export Control. You may not use, export, import, or transfer Grad Pad Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Grad Pad Properties, and any other applicable laws. In particular, but without limitation, Grad Pad Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Grad Pad Properties, you represent and warrant that (y) 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 (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Grad Pad Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Grad Pad are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Grad Pad products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
12.12 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
12.13 Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.