GraceBlocks Terms of Service

1        ACCEPTANCE OF TERMS

Welcome and thank you for your interest in GraceBlocks, operated by GraceRock, LLC d/b/a GraceBlocks (“we, “us” or “our”).

GraceBlocks is an innovative software platform that provides users with a number of collaboration, communication and management tools for building effective business systems.

By clicking an account registration submission or similar button, or by other wise registering for, accessing or using our websites (including graceblocks.com) (the “Sites”), software applications, including cloud-based and mobile applications (the “Apps”), application programming interfaces (the “APIs”), or features, functionalities and services provided through the Sites, Apps and APIs (collectively, together with the Sites, Apps and APIs, “GraceBlocks” or the “Platform”), or accessing any content provided through GraceBlocks, you agree to enter into a legally binding contract with GraceRock, LLC d/b/a GraceBlocks comprised of these terms of service, including any modifications made from time to time (the “Terms”).By accessing or using GraceBlocks on behalf of an entity, such as in your capacity as an owner, employee, agent or representative of such entity, you represent that you have the authority to bind that entity to these Terms. If you (including any entity on whose behalf you are acting) do not agree to be bound by the Terms, do not click any account registration submission or similar button or otherwise register for, access or use GraceBlocks.

Please read these Terms and our Privacy Policy carefully, including with respect to the following points:

-         BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

-         EACH REGISTERED USER AND VISITOR IS RESPONSIBLE FOR THEIR COMPLIANCE WITH THESE TERMS. WITHOUT LIMITING THE FOREGOING, EACH ZONE OWNER IS RESPONSIBLE FOR ALL ACTS AND OMISSIONS OF THEIR ZONE USERS WITH RESPECT TO THEIR GRACEBLOCKS ZONE AND FOR ENSURING THAT THE TRANSFER OF CONTENT TO THE ZONE AND HOSTING AND PROCESSING OF CONTENT WITHIN THE ZONE IS IN COMPLIANCE WITH ALL APPLICABLE LAWS. SEE SECTION 2 BELOW FOR MORE INFORMATION.

-         THE ARBITRATION AGREEMENT SET FORTH IN SECTION 10 BELOW REQUIRES YOU TO RESOLVE DISPUTES WITH US ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, AND NOT BY A JURY TRIAL.

We may amend the Terms by posting the amended version via the Platform. You agree that the foregoing will constitute sufficient and effective notice. By continuing to use the Platform after we post an amended version, you confirm your acceptance of the Terms as amended. If you do not agree with any of the changes, you must immediately delete your account as provided within GraceBlocks and stop using GraceBlocks,and your license to use GraceBlocks will immediately terminate.

2        GENERAL INFORMATION

2.1       Registered Users, Zone Owners, Zone Users and Visitors

GraceBlocks is organized around specific workspaces called “Zones.”  Each Zone is established, configured and administered within GraceBlocks by a specific “Zone Owner” under a paid or free GraceBlocks Subscription Plan.  Subject to any limitations included in the applicable Subscription Plan (such as a limited number of user accounts), a Zone Owner may enable one or more authorized users (each a “Zone User”) to access all or part of the Zone, in accordance with access configuration options available within GraceBlocks.  Each Zone Owner also qualifies as a Zone User.

References in these Terms to “Registered Users” include both Zone Owners and Zone Users.  Some non-Zone functionality and content, such as GraceBlocks content on our public-facing Sites, is also accessible by users who have not yet registered (“Visitors”). Except for specific references to Registered Users, Zone Owners, Zone Users or Visitors, these Terms apply equally to Registered Users (including Zone Owners and Zone Users) and Visitors (collectively, “you” or “your”).

2.2       Zone Owner Responsibility for Zone Users

EACH ZONE OWNER ACKNOWLEDGES AND AGREES THAT THEY ARE SOLELY RESPONSIBLE, AND GRACEBLOCKS IS NOT RESPONSIBLE,FOR (1) THE ACTS AND OMISSIONS OF THE ZONE OWNER AND THEIR ZONE USERS WITH RESPECT TO THEIR GRACEBLOCKS ZONE, INCLUDING THE ZONE OWNER’S AND THEIR ZONE USER’S COMPLIANCE WITH THESE TERMS, (2) ESTABLISHING AND ENFORCING ANY AGREEMENTS AND POLICIES WITH ZONE USERS GOVERNING THEIR MAINTENANCE OF THE CONFIDENTIALITY, PRIVACY AND SECURITY OF CONTENT HOSTED WITHIN THE ZONE, (3)ENSURING THAT THE TRANSFER OF CONTENT TO THE ZONE AND HOSTING AND PROCESSING OF CONTENT WITHIN THE ZONE IS IN COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO APPLICABLE INTELLECTUAL PROPERTY AND PRIVACY LAWS, WHICH MAY REQUIRE OBTAINING CONSENTS, AUTHORIZATIONS AND OTHER RIGHTS FROM THIRD PARTIES,AND (4) RESPONDING TO, DEFENDING AND RESOLVING ANY DISPUTES BETWEEN THE ZONE OWNER AND THEIR ZONE USERS, OR INVOLVING ANY THIRD PARTIES CONCERNING CONTENT HOSTED WITHIN THE ZONE.

2.3       Subscription Plans and Consulting Services;Order Forms and Statements of Work

These Terms govern both paid and free GraceBlocks subscription plans (“Subscription Plans”), and establish the terms and conditions under which a GraceBlocks Zone Owner may purchase a paid GraceBlocks Subscription Plan pursuant to an order form (“Order Form”) and any associated consulting services from GraceRock, LLC (“Consulting Services”) pursuant to a statement of work (“Statement of Work”).  In the event of any inconsistency or conflict between these Terms and the terms of any Order Form or Statement of Work, the terms of the Order Form or Statement of Work shall control. Non-English translations of these Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and shall control.

3        Our Platform

3.1       Basic Features and Functionalities

Below is an illustrative list of features included within GraceBlocks, though this list is not meant to be exhaustive and may change overtime in our discretion.

-         Availability: We will use  commercially reasonable efforts to make GraceBlocks available 24 hours a day, 7 days a week, except for (a) scheduled downtime and (b) any unavailability caused by circumstances beyond our reasonable controls.

-         Support: We will, at no additional charge, provide online documentation and video tutorials about how to use GraceBlocks.

Additional features, including upgraded availability and support options are available through paid Subscription Plans, subject to the terms and conditions identified in the applicable Order Form.

3.2       Interruption and Suspension of Access to the Platform

We reserve the right to restrict, suspend or terminate your access to or use of the Platform (including by restricting certain functionality or by removing,disabling or quarantining certain User content) for any reason, including if we believe that you may be in breach of these Terms or applicable law or are otherwise misusing the Platform.  This includes but is not limited to situations where: (a) we reasonably believe that you or other Zone Users in your Zone have violated these Terms; or (b) we suspect or detect any malicious software connected to your account or use of the Platform by you or other Zone Users in your Zone.

Your access to and use of the Platform may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Platform or other actions that we, in our sole discretion, may elect to take, including discretionary changes to or discontinuation of all or any part of our Platform.In no event will we be liable to any party for any loss, cost, or damage that results from any scheduled or unscheduled downtime.

Your sole and exclusive remedy for any failure or non-performance of the Platform,including any associated software or other materials supplied in connection with the Platform, shall be for us to use commercially reasonable efforts to effectuate an adjustment or repair.

3.3       Notices and Messages

You agree we may provide notices and messages to you, either within the Platform or sent to contact information you provide us. You agree to keep your contact information up to date. Please review your settings to control and limit messages you receive from us. You can control most communications from GraceBlocks. We may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of GraceBlocks and your user account, and you may not be able to opt-out from receiving them.

You understand and agree that any alerts provided to you through the Platform maybe delayed or prevented by a variety of factors. We may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. We shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert.

3.4       Third-Party Content, Sites and Apps

You understand that by using the Platform you may be exposed to content that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. We generally do not review content provided by our Registered Users or others. You agree that we are not responsible for others’ (including other Registered Users’) content. We cannot always prevent misuse of our Platform, and you agree that we are not responsible for any such misuse. For additional terms concerning content uploaded by Registered Users, please see the “User Content”section below.

You are responsible for deciding if you want to access or use third-party sites or apps that link from our Platform. Third-party sites and apps have their own legal terms and privacy policies, and you may be giving others permission to use your information in ways we would not. Except to the limited extent it may be required by applicable law, we are not responsible for these other sites and apps – use these at your own risk.

3.5       Our Intellectual Property Rights

GraceBlocks is owned by GraceRock, LLC d/b/a GraceBlocks and is protected by both copyright, trademark and other intellectual property laws. Nothing in the Terms gives you a right to use the GraceBlocks name or any of the GraceBlocks trademarks, logos, domain names, other distinctive brand features and other proprietary rights. All right, title and interest in and to GraceBlocks(excluding User Content) are and will remain the exclusive property of GraceRock, LLC d/b/a GraceBlocks and its licensors.

3.6       Feedback

Any comments,suggestions and other feedback regarding the operation, usefulness and functionality of and potential improvements to or any other aspect of the Platform (collectively, “Feedback”) are entirely voluntary.  We will be free to use, but not required to use, such Feedback as we see fit and without any obligation to you. Nothing in this Terms or in the dealings arising out of or related to these Terms will restrict in any way, or require us to compensate or credit you with respect to,our right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback.

4        Use of Our Platform

4.1       Who Can Use GraceBlocks

You are not eligible to use our Platform as a Zone Owner if you are under 18 years old (or, if applicable law requires that you must be older than 18 years older in order to enter into a binding agreement, then the minimum age applicable to you is such older age).  If you are a Zone Owner, you are solely responsible for determining whether and ensuring that your Zone Users are old enough to use our Platform, taking into account applicable laws, including applicable privacy laws concerning privacy.

In addition to the foregoing, you are generally not eligible to use our Platform if: (1) you are under 13 years old (or 16 in Europe); (2) we previously disabled your account for violations of our terms or policies; or (3) you are prohibited from using our Platform under applicable laws. If you are a Zone Owner who intends to grant access to Zone Users under 13 years old (or 16 in Europe), you must notify us of such intent, you are solely responsible for ensuring that you are granting such access in compliance with all applicable laws (including obtaining any parental consents that may be required by such laws), and you must provide us with any information we reasonably request to confirm your compliance with such laws.

By agreeing to these Terms,you represent and warrant that you are not in violation of any of these eligibility requirements.

4.2       Your Right to Use Our Platform

As long as you comply with these Terms, we grant you anon-exclusive, limited, revocable, personal, non-transferable license to use the Platform, and to download and use any App on your mobile device in object code form, solely in connection with your using the collaboration, communication and management tools contained in the Platform for your personal and internal business matters (“Permitted Uses”). If you want to reproduce, modify, create derivative works, distribute, sell, transfer, publicly display, publicly perform, transmit or otherwise use any portion of the Platform, you may only do so using the interfaces (e.g., APIs, embed code features) and instructions that we provide.  Otherwise, except as expressly stated herein or in an applicable Subscription Plan or Order Form, these Terms do not provide you with a license to reproduce, modify, create derivative works, distribute, sell, transfer, publicly display, publicly perform or otherwise use or provide access to any portion of the Platform on third-party websites or otherwise.

To use any App, you must have a compatible mobile device. We do not warrant that any App will be compatible with your mobile device. You may use mobile data in connection with an App and may incur additional charges from your wireless provider for using an App. You agree that you are solely responsible for any applicable charges. We may update any App and may automatically electronically update the version of any App that you have installed on a mobile device. You consent to all automatic upgrades, and understand that these Terms will apply to all updated versions of an App. Any third-party open source software included in an App is subject to the applicable open source license and may be available directly from the creator under an open source license. These Terms do not apply to your use of software obtained from a third-party source under an open source license.

Subject to the restrictions set forth in these Terms, you may view, copy, save, print, fax and email information from the Platform only as necessary for Permitted Uses.

4.3       Zone License Management

Access to and use of a particular Zone is restricted to the specified number of individual Zone User seat license applicable to such Zone,which will depend on the applicable Subscription Plan.  You agree and acknowledge that each available Zone User seat license shall only be used by one (1) designated Zone User assigned to that seat license, and that GraceBlocks user accounts cannot be shared or used by more than one individual. Notwithstanding the foregoing, a Zone Owner may reassign seat licenses to new individuals replacing former individuals who no longer require ongoing use of GraceBlocks in the context of that Zone, subject to any additional restrictions set forth in the Order Form or Subscription Plan.

4.4       GraceBlocks User Accounts

To access most GraceBlocks features, you will need to create a GraceBlocks user account,directly via GraceBlocks or through Google. You are responsible for all actions taken via your account, and you represent that you are a legal owner of, and that you are authorized to provide us with, all User Data and other information necessary to facilitate your use of the Platform.

If you are invited to join an existing Zone, you will be required to provide your name and email address. By accepting an invitation to join an existing Zone, you grant permission for your account information (including name and email address and,if provided, phone number and any other personal information associated with your account registration) to be shared with the Zone Owner and, when you take certain actions within the Zone, with other Zone Users in connection with such actions.

In order to invite others as Zone Users into a Zone, you must be the Zone Owner for that Zone.  In addition to providing name and email address, Zone Owners will be required to share and validate their mobile phone number to enable this level of account activation.

If using Google to create your account, you consent to Google sharing the information needed to establish your account with GraceBlocks.

You are responsible for safeguarding your GraceBlocks login credentials. If you become aware of or suspect any unauthorized use of your account or unauthorized access to your login credentials, you must notify us immediately.

You are also responsible for updating your account information.  If you are a Zone Owner, should you later change or deactivate the phone number tied to your account, you must update your account information, in part to help us avoid communicating with anyone who acquires your old number.

4.5       Fees

To access some GraceBlocks features, you may be required to pay fees in accordance with your Subscription Plan. All fees are in U.S. dollars and are non-refundable. If we change the fees for all or part of the Platform, including by adding fees or charges, we will provide you advance notice of those changes. If you do not accept the changes, we may discontinue providing the applicable part of the Platform to you. Our authorized third-party payment processor will charge the payment method you specified at the time of purchase. You authorize us to charge all fees as described in these Terms and the applicable Order Form to that payment method. If you pay any fees with a credit card, we may seek pre-authorization of your credit card account before your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

The Platform may include features that allow for automatically recurring payments for periodic charges (“Subscription Service”).If you decide to activate a Subscription Service, you authorize us to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The Subscription Service will continue unless and until you cancel it or we terminate it. You must cancel your Subscription Service before it renews in order to avoid billing of the next periodic subscription fee to your account. We will bill the periodic subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). We may change the subscription fee for any subsequent subscription period but will provide you advance notice of any increase before it applies. You may cancel a Subscription Service by contacting us at using the contact information provided at the end of the Terms, or through your settings page for the paid feature, or other wise in accordance with the applicable Order Form.

4.6       Prohibited Uses

You agree that you will not engage in unacceptable use of the Platform. As part of that promise, you agree that in using the Platform you will not do any of the following, which is not an exhaustive list: violate any law (whether local, state,national, or international) or legal right, whether or not intentionally; harm,threaten to harm, stalk or otherwise harass any person or entity; upload any User Content that is unlawful, false or misleading, offensive, threatening,abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable, or that ; falsely state or otherwise misrepresent your identity or your affiliation with any person or entity; “frame” or “mirror” any part of the Platform or otherwise engage in simulating the appearance or function of the Platform; upload anything that contains software viruses, worms, or any other harmful code; interfere with the operation of, or place an unreasonable load on, the Platform; override any security feature or bypass or circumvent any access controls or use limits of the Platform; forge headers or otherwise intentionally disguise the origin of any content or communication; interfere with or disrupt the Platform, or servers or networks connected to the Platform;reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology that is not open source; rent, lease, loan, trade, sell/re-sell or otherwise monetize the Platform or related data or access to the same, without our consent; develop, support or use software, devices, scripts, robots, or any other means or processes(including crawlers, browser plugins and add-ons, or any other technology) to scrape the Platform or otherwise copy account information and other data from the Platform; monitor the Platform’s availability, performance or functionality for any competitive purpose; remove any copyright, trademark or other proprietary rights notices contained in the Platform; or engage in any other activity we deem to conflict with the spirit or intent of these Terms or that might endanger or violate the rights of others or give rise to liability.

5        User Content on GraceBlocks

5.1       User Content

In using GraceBlocks, Zone Owners and Zone Users may upload data, messages, relationships,text, numbers, formulas, documents, images and other information (“User Content”).

5.2       Zone Owner Responsibility

Each Zone Owner is solely responsible for all User Content within that Zone.  For all User Content within that Zone, the Zone Owner represents and warrants: that they are the owner of such User Content or otherwise have all necessary licenses, right,consents and permissions (including all permissions required under applicable privacy and intellectual property law) to upload such User Content to GraceBlocks and to authorize us and Zone Users to access and use such User Content in connection with our providing the Platform and Zone Users using the Platform in the context of that Zone; and that such uploading, access and use does not and will not infringe, misappropriate or violate any third party’s intellectual property, privacy, publicity or other legal rights or violate any applicable law or regulation.

5.3       Zone User Responsibility

For all User Content uploaded by a particular Zone User, such Zone User represents and warrants: that they are the owner of such User Content or otherwise have all necessary licenses, right, consents and permissions(including all permissions required under applicable privacy and intellectual property law) to upload such User Content to GraceBlocks and to authorize us and Zone Users to access and use such User Content in connection with our providing the Platform and Zone Users using the Platform in the context of that Zone; and that such uploading, access and use does not and will not infringe,misappropriate or violate any third party’s intellectual property, privacy,publicity or other legal rights or violate any applicable law or regulation.

5.4       Public Blocks

GraceBlocks may, from time to time, offer features designed to help you get started in generating your own Zone content in the form of“Public Blocks” which are provided for reference and/or can be copied into your Zone by a Zone Owner or a Zone User with Zone-building permissions (“Zone Builder”). Any use or reliance on any content or materials made publicly available by GraceBlocks or obtained by you through GraceBlocks is at your own risk. We do not endorse, support, represent or guarantee the completeness or applicability or reliability of any content made available via Public Blocks or endorse any opinions expressed via Public Blocks. or shared via Sample and Public Blocks or endorse any opinions expressed via Public Blocks.

5.5       Infringement

Our right to remove or disable content, described generally above, includes the right to remove or disable User Content in accordance with our Copyright Infringement Notice and Takedown Policy, which is included below in Section 11.

6        Our Privacy Policy and Your Privacy Choices

Our Privacy Policy describes how we handle personal information that we collect through the Platform.  You acknowledge and agree that through your use of GraceBlocks you consent to the practices outlined in our Privacy Policy, including the transfer of this information to the United States and/or other countries for storage, processing and use by us and our affiliates.  Note, however, that Zone Owners are responsible for establishing and enforcing any agreements and policies with Zone Users governing their maintenance of the confidentiality,privacy and security of User Content hosted within the Zone.

7        Developers Using GraceBlocks

If you in any way use APIs or other developer features made available by GraceBlocks, you must use the interfaces and instructions that we have provided and comply with any additional applicable terms and conditions.

8        DISCLAIMER OF WARRANTIES; EXCLUSION AND LIMITATION OF LIABILITIES; Indemnification

8.1       DISCLAIMER OF WARRANTIES

YOUR ACCESS TO AND USE OF THE PLATFORM AND ANY CONTENT AVAILABLE THROUGH THE PLATFORM ARE AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SITES, APPS, APIs, INFORMATION, DATA, FEATURES AND ALL CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH OR PROVIDED OR AVAILABLE THROUGH THE PLATFORM(COLLECTIVELY REFERRED TO IN THIS SECTION 8 AS THE “PLATFORM”) ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. GRACEROCK, LLC D/B/A GRACEBLOCKS AND ITS AFFILIATES AND THEIR OWNERS,OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, THE “GRACEBLOCK ENTITIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DISCLAIM ALL RESPONSIBILITY AND LIABILITY FOR: (I) The completeness, accuracy, availability,timeliness, security or reliability of the PLATFORM; (ii) any harm to Your computer system, loss of data, or other harm that results from Your access to or use of the Platform, including harm that may result from VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications(including user content) maintained by GraceBlocks; and (iv) MEETING ANY REQUIREMENTS YOU MAY HAVE THAT THE PLATFORM be available on an uninterrupted,secure, or error-free basis. THE GRACEBLOCK ENTITIES EXPRESSLY DISCLAIM ANY WARRANTIES OF non-infringement or fitness for a particular purpose. No advice or information, whether oral or written, obtained from the GraceBlocks Entities or through the Consulting Services, will create any warranty or representation not expressly made herein. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.

8.2       EXCLUSION AND LIMITATION OF LIABILITIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (AND UNLESS WE HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT THAT OVERRIDES THIS CONTRACT), THE GRACEBLOCKS ENTITIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES,RESULTING FROM OR RELATING TO (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM, INCLUDING ANY CONTENT AND OTHER COMMUNICATIONS(INCLUDING USER CONTENT) MAINTAINED BY GRACEBLOCKS; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY (INCLUDING, OTHER REGISTERED USERS, WHETHER INSIDE OR OUTSIDE OF YOUR ZONE) ON THE PLATFORM, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OR CONTENT; (III) ANY CONTENT PROVIDED OR AVAILABLE THROUGH THE PLATFORM (INCLUDING USER CONTENT); OR (IV)UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE GRACEBLOCKS ENTITIES EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID FOR GRACEBLOCKS,IF ANY, IN THE PAST SIX MONTHS FOR THE SUBSCRIPTION PLAN ASSOCIATED WITH THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE GRACEBLOCK ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FOR THEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES.ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

8.3       Indemnification

You agree to indemnify, defend, and hold harmless the GraceBlocks Entities from and against any and all claims and demands made by any third party due to or arising out of: (a) your access to or use of the Platform; (b) your breach of these Terms; (c) your violation of any law or the rights of a third party; (d) any dispute or issue between you and any third party (including other Registered Users and Visitors); (e) any User Content you upload to, or otherwise make available through, the Platform; (f) your negligence and willful misconduct; and (g) any other party’s access to and/or use of the Platform using your account or login credentials. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in that case, you agree to cooperate with our defense of that claim.

9        Termination

You may end your legal agreement with GraceBlocks at anytime by deactivating your account and discontinuing your use of GraceBlocks. To do so, upon login go to “My Profile” and then choose the option provided“Deactivate my account.”  If you deactivate your account, your main obligated to pay all outstanding fees, if any, incurred prior to deactivation relating to your use of the Platform. After you deactivate your account, you will no longer have access to the Platform (except as a Visitor).

We may suspend or terminate your account or cease providing you with all or part of the Platform at any time for any or no reason, including, but not limited to, if we reasonably believe: (i) you have violated these Terms, (ii) you create risk or possible legal exposure for us;(iii) your account should be removed due to unlawful conduct, (iv) your account should be removed due to prolonged inactivity; or (v) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with our Account or the next time you attempt to access your account, depending on the circumstances.

Sections 2.2, 3.5, 5.2, 5.3, 8, 10 and 12 will survive termination of these Terms.

10   Dispute Resolution; Arbitration Agreement; Class Action and Jury Waiver

BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS SECTION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST US, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, JOINT, COLLECTIVE,REPRESENTATIVE, OR CONSOLIDATED ACTION BROUGHT AGAINST US BY SOMEONE ELSE.

Most disputes that arise out of the use of the Platform can be resolved quickly, informally, and with mutual satisfaction by reaching out to us at info@graceblocks.com.

If any dispute remains unresolved after that process, however, you and we agree to have all disputes resolved by arbitration, which shall be final and binding on both parties, except disputes(i) that may be brought in an individual action in small claims court, or (ii)that relate to the ownership or enforcement of intellectual property rights. In addition, you and we each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights,trademarks, trade secrets, patents or other intellectual property rights. In any such case, your waiver of the right to a jury trial and the class action waiver set forth in the Terms shall continue to apply.

“Dispute” includes any dispute,action, or other controversy, whether based on past, present, or future events,between you and us concerning the Platform or Terms or Use, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and we empower the Arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Terms are void or voidable.

CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THE TERMS OF USE, YOU AND WE EACH EXPRESSLY WAIVE THE RIGHT TO ATRIAL BY JURY. ADDITIONALLY, YOU AND WE AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN ANY PURPORTED CLASS,JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR ANY OTHER PERSONS. As such, you and we acknowledge and agree that each waives any right to participation as a plaintiff or a class member in a class action litigation or arbitration, or in any other collective or consolidated action, with respect to these Terms.Neither you nor we may be a representative of any other potential claimants or class of potential claimants in any such dispute, nor may two or more users’disputes be consolidated or otherwise determined in one proceeding. This will also preclude you and we from participating in or recovering relief under any current or future class, joint, collective, representative, or consolidated action brought by someone else.

A.     Rules and Governing Law. The arbitration will be administered by the American Arbitration Association(“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq.(“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the Commonwealth of Massachusetts.

B.     Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration- Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.) The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the Commonwealth of Massachusetts, and will be selected by the parties from the AAA's roster of consumer dispute arbitrators.If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the proposed list of arbitrators by the AAA, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

C.     Location and Procedures. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and we submit to the Arbitrator, unless you request a hearing and the Arbitrator determines that a hearing is necessary. If the claim exceeds $10,000, arbitration may be conducted in person, through the submission of documents, by phone, or online, and your right to a hearing will be determined by the AAA Rules. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in Middlesex County, Massachusetts or in another jurisdiction to which you and we agree in writing; provided, provided, however, that if circumstances prevent you from traveling to Massachusetts, the AAA may hold an in-person hearing in the state where you reside. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

D.     Arbitrator’s Decision. The Arbitrator will render a written award within the time frame specified in the AAA Rules and shall provide a written decision with a statement of reasons if requested by either party. The Arbitrator may award declaratory or injunctive relief, but only in favor of the individual claimant, but only to the extent necessary to provide relief warranted by the claimant's individual claim. The Arbitrator shall not have authority to entertain any claim on behalf of a person who is not a named party, nor shall the Arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party. The Arbitrator’s decision shall be final and binding on all parties. The Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.

You and we agree to submit to the exclusive jurisdiction of the federal or state courts located in the District of Massachusetts or Middlesex County, Massachusetts,respectively, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

E.      Fees. Payment of all filing,administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the Arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11 (b)). Likewise, we will not seek attorneys' fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)). The right to recover attorneys' fees and expenses set forth in the Terms supplements any right to attorneys' fees and expenses you may have under applicable law. You may not, however, recover duplicative awards of attorneys' fees or costs.

F.      Severability. If any part of this Arbitration Agreement, other than the class action waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. The class action waiver is non-severable and if it is deemed or found to be unenforceable for any reason, the whole Arbitration Agreement shall be null and void.

G.     Disputes Between Users. You are solely responsible for your interactions with other Registered Users and Visitors. We reserve the right, but have no obligation, to become involved in any way with disputes between you and other Registered Users and Visitors.

H.     Choice of Law; Venue.  You and we agree that these Terms and any dispute of any nature that might arise between you and us will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts,without giving effect to its conflict or choice of laws principles. You and we agree that any action at law or in equity that is not subject to the arbitration clause above shall be filed, and that venue properly lies, only in the federal or state courts located in the District of Massachusetts or Middlesex County, Massachusetts, respectively, and you and we expressly consent and submit to the exclusive and personal jurisdiction of such courts for the purposes of litigating such action.

11   Copyright Infringement Notice and Takedown Policy

Notification of Infringement

GraceRock, LLC d/b/a GraceBlocks (for purposes of this Section 11, “GraceBlocks”) responds to complaints submitted under the Digital Millennium Copyright Act (“DMCA”) by responding to formally submitted reports of alleged infringement. We may remove or disable access to allegedly infringing material residing within our Platform. Also in accordance with the DCMA, GraceBlocks accepts formal complaint counter-notices of an affected party appealing removal .

To submit a notice of claimed copyright infringement to GraceBlocks, send a written communication with the information outlined below to our Copyright Agent, as required by the DMCA:

·        Identification of the copyrighted work claimed to have been infringed (e.g., a link to the original work or clear description of the materials allegedly being infringed upon)

·        Identification of the specific material that is claimed as infringing and information sufficient to permit GraceBlocks to locate that material on our websites or within the Platform (providing a URL is the best way to help us locate the content quickly);

·        A statement that you believe, in good faith, that the use of the material in the manner complained of is not authorized by the copyright owner,its agent, or by law;

·        If you are not the copyright owner, a description of your relationship to the copyright owner;

·        Your contact information, including your name, address,telephone number, and email address;

·        A statement, under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner; and

·        A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the copyright owner.

Please note that under Section 512(f) of the DMCA you maybe liable for damages and attorneys’ fees incurred by the alleged infringer or by GraceBlocks if you knowingly materially misrepresent that material or activity is infringing. If you are not sure whether material you are reporting infringes, you may first consider contacting an attorney.

GraceBlocks’ Response to Notifications

We will process complaints in the order they are received.Following receipt of a proper written notification, GraceBlocks will expeditiously remove or disable the allegedly infringing content. We will also notify the user who submitted or posted the allegedly infringing material, and provide them with a copy of the copyright infringement notification. We may suspend or terminate access to the Platform of user who repeatedly or egregiously infringe the copyrights of others.

Counter Notification

If a Platform user believes that their content was removed or disabled by mistake or mis-identification, the user can send us a written counter notification. If must include the following:

·        Your contact information, including name, address, email address, and telephone number;

·        Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled;

·        A statement that the user consents to the jurisdiction of the U.S. Federal District Court for the judicial district in which the user is located (or if the user is outside the U.S., the U.S. Federal District Court for the District of Massachusetts located in Boston, MA), and that you will accept service of process from the person who originally provided GraceBlocks with the notification of infringement;

·        A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or mis-identification of the material to be removed or disabled; and

·        A physical or electronic signature signed by you.

Please note that under Section 512(f) of the DMCA, you maybe subject to liability should you knowingly misrepresent that material or activity was removed or disabled by mistake or mis-identification.

Upon receipt of a proper written counter notification,GraceBlocks will notify the submitter of the infringement notification and provide them with a copy of the counter notification, and will, on or after 10 business days following receipt of the counter notification, restore the removed material to the Platform unless our Copyright Agent first receives notice that a court action has been filed to restrain the user from engaging in infringement related to the allegedly infringing material.

Copyright Agent Information

Infringement notifications and counter notifications should both be submitted to our Copyright Agent using the contact information below. Please submit via writing or email but not both as duplicate reports will delay processing:

GraceBlocks
Attention: Copyright Agent
Subject Line: DMCA Notification / DMCA Counter
Notification Email: copyrightagent@graceblocks.com
Address: 45 Webster Circle, Sudbury, MA 01776

Digital Millennium Copyright Act (DCMA) in its entirety can be found at: http://www.copyright.gov/legislation/hr2281.pdf.

12   Miscellaneous Terms and Conditions

We may revise these Terms from time to time. The changes will not be retroactive, and the most current version of the Terms, which will always be at http://www.graceblocks.com/termsofservice, will govern our relationship with You. We will try to notify you of material revisions, for example via a service notification or an email to the email associated with your account. By continuing to access or use GraceBlocks after those revisions become effective, you agree to be bound by the revised Terms.

If you are a federal, state, or local government entity in the United States using GraceBlocks in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities,these Terms and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).

In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Nothing in these Terms restricts our ability to assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under these Terms.

13   How to Contact Us

These Terms are an agreement between you and GraceRock, LLC d/b/a GraceBlocks, 45 Webster Circle, Sudbury MA 01776 U.S.A. Should you have questions regarding these Terms, please contact us at info@graceblocks.com.

Effective: July 1, 2020