Terms of use for all users

Last Update: April 1, 2024

BY USING OUR WEBSITE AND APPLICATIONS YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY

Introduction: These Terms of Use for all Users govern your use of Gracia and your agreement with us.
Interpretation: In the Terms of Service:
1. we refer to ourselves as "Gracia", including when accessed via the URL www.gracia.ai, desktop application, virtual reality application and "Meta AppLab apps";
2. “Company” as well as all first-person pronouns (such as “we”, “us”, “our”, “ours”), shall refer to Gracia ai, Inc., Delaware, 919 North Market Street, Suite 950 in the City of Wilmington, County of New Castle, Zip Code 19801, and/or its affiliates or assigns. Gracia operates and manages the Platform and acts as an intermediary between Creators and Users and Fans using the Platform and permits Creators and Users and Fans to interact on the Platform;
3. "Content" means any material uploaded to Gracia by any User (whether a Creator or a Fan), including any photos, videos, audio (for example music and other sounds), data, text (such as comments and hashtags), metadata, images, interactive features, emojis, GIFs, memes, and any other material whatsoever;
4. "Creator" means a User who has set up their Gracia account as a Creator account to post Content on Gracia to be viewed by other Users. Gracia can also be a Creator;
5. "Fan" means a User who is able to view the Creator's Content;
6. "Platform" shall refer to the hosting service operated and managed by Gracia available at www.gracia.ai (and including all of its subdomains and any predecessor or successor domain or URL) or as a desktop application, where Creators can upload their Content using the tools and features provided by such Platform, where Users using the Platform can view and post certain types of Content.
7. "Terms of Service" (also called "your agreement with us") means the legally binding agreement between you and us;
8. "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;
9. "User" means any user of Gracia, whether a Creator or a Fan or both (also referred to as "you" or "your").
Who we are and how to contact us: Gracia is operated by Gracia ai, Inc. Сompany EIN 93-3709045 and we have our registered office address at Delaware, 919 North Market Street, Suite 950 in the City of Wilmington, County of New Castle, Zip Code 19801.

To contact us with any questions about Gracia, please email our support team at [email protected]. If you are unable to contact us by email, please write to us at the following address: Delaware, 919 North Market Street, Suite 950 in the City of Wilmington, County of New Castle, Zip Code 19801

How we may change the Terms of Service: We may change these Terms on one or more occasions. Changes will become effective on the “last update” date stated at the top of this page. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes. While the Company will try to notify you when the Company changes these Terms, the Company does not assume an obligation to do so, and it is your responsibility to frequently check this page to review the most current agreement. By continuing to use Gracia after the Company posts changes to these Terms, you agree to the revised agreement. If you do not agree to the revised agreement, your exclusive remedy is to stop accessing Gracia.
We may make changes to or suspend or withdraw Gracia: We may update and change Gracia from time to time for any reason, including to reflect changes to our services, Users' needs and our business practices or to improve performance, enhance functionality or address security issues. We will try to give you reasonable notice of any major changes. We do not guarantee that Gracia, or any Content on it, will always be available or accessible without interruption. We may suspend or withdraw or restrict the availability of all or any part of Gracia for business or operational reasons. We will try to give you reasonable notice of any suspension or withdrawal if it affects you.
Registering with Gracia: To use Gracia you must first register and create a User account on Gracia. You must provide a valid email address, a username, and a password. Your password should be unique (meaning that it is different to those you use for other websites) and must comply with the technical requirements of the Gracia site for the composition of passwords.
You can only use the Platform for your own personal use, to the exclusion of any commercial use. The Platform gives you the ability to navigate through and see Content previews and picture galleries; as a User, the Platform gives you the ability to navigate through and buy Content. All Content accessible through the Platform is to be accessible to you for private use only. You understand and agree that, as a service provider, Gracia is only acting as an intermediary and shall not be held responsible for the activities engaged by you through the Platform. Gracia does not endorse any Content or submission and expressly disclaims any and all liability in connection with Content or submissions. You also understand that we do not carry out any prior verification or any kind of criminal record check on our Users and thus we make no statement or warranty regarding our Users’ behaviour. Therefore, you agree to remain vigilant and take all necessary precautions when interacting online with other Users. You should use the Platform only in strict accordance with the present T&C and in accordance with your local laws and community standards; the Platform may not be accessed or used where prohibited by law.
Your commitments to us: When you register with and use Gracia, you make the following commitments to us:
1. If you previously had an account with Gracia, you confirm that your old account was not terminated or suspended by us because you violated any of our terms or policies.
2. You will make sure that all information that you submit to us is truthful, accurate, and complete.
3. You will update promptly any of the information you have submitted to us as and when it changes.
4. You consent to receive communications from us electronically, including by emails and messages posted to your Gracia account, and to the processing of your personal data as more fully detailed in our Privacy Policy.
5. You will keep your account/login details confidential and secure, including your user details, passwords, and any other piece of information that forms part of our security procedures, and you will not disclose these to anyone else. You will contact [email protected] promptly if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session and to be particularly careful when accessing your account from a public or shared computer so that others are not able to access, view, or record your password or other personal information.
6. You are responsible for all activity on your account even if, contrary to the Terms of Service, someone else uses your account.
7. You will comply in full with these Terms of Use for all Users, our Acceptable Use Policy and all other parts of the Terms of Service which apply to your use of Gracia.
Rights we have, including to suspend or terminate your account:
1. We reserve the right in our sole discretion to terminate your agreement with us and your access to Gracia for any reason by giving you 30 days’ notice by email or electronic message to your Gracia account. We can also suspend access to your User account or terminate your agreement with us and your access to Gracia immediately and without prior notice:
  - if we think that you have or may have seriously or repeatedly breached any part of the Terms of Service (including, in particular, our Acceptable Use Policy), or if you attempt or threaten to breach any part of the Terms of Service in a way which has or could have serious consequences for us or another User; or
  - if you take any action that in our opinion has caused or is reasonably likely to cause us to suffer a loss or that otherwise harms the reputation of Gracia.
2. We can investigate any suspected or alleged misuse, abuse, or unlawful use of Gracia and cooperate with law enforcement agencies in such investigation.
3. We can disclose any information or records in our possession or control about your use of Gracia to law enforcement agencies in connection with any law enforcement investigation of any suspected or alleged illegal activity, to protect our rights or legal interests, or in response to legal process.
4. Other than Content (which is owned by or licensed to Creators), all rights in and to Gracia and its entire contents, features, databases, source code and functionality, are owned by us and/or our licensors. Such material is protected by copyright, and may be protected by trademark, trade secret, and other intellectual property laws.
5. We are the sole and exclusive owners of any and all anonymised data relating to your use of Gracia and such anonymised data can be used by us for any purpose, including for commercial, development and research purposes.
What we are not responsible for: We will use reasonable care and skill in providing Gracia to you, but there are certain things which we are not responsible for, as follows:
1. We do not authorize or approve Content on Gracia, and views expressed by Creators or Fans on Gracia do not necessarily represent our views.
2. You agree that you have no obligation to follow any suggestions, comments, reviews, or instructions received from another User of Gracia and that if you choose to do so, you do so entirely at your own risk.
3. The materials which we make accessible on Gracia for Users are for general information only. We make no promises or guarantees about the accuracy or otherwise of such materials, or that Users will achieve any particular result or outcome from using such materials.
4. We do not promise that Gracia is compatible with all devices and operating systems. You are responsible for configuring your information technology, device, and computer programs to access Gracia. You should use your own virus protection software.
5. We are not responsible for the availability of the internet, or any errors in your connections, device or other equipment, or software that may occur in relation to your use of Gracia.
6. While we try to make sure that Gracia is secure and free from bugs and viruses, we cannot promise that it will be and have no control over the Content that is supplied by Creators.
7. We are not responsible for any lost, stolen, or compromised User accounts, passwords, email accounts, or any resulting unauthorized activities or resulting unauthorized payments or withdrawals of funds.
8. You acknowledge that once your Content is posted on Gracia, we cannot control and will not be responsible to you for the use that other Users or third parties make of such Content. You can delete your account at any time, but you acknowledge that deleting your account will not of itself prevent the circulation of any of your Content which may have been recorded by other Users in breach of the Terms of Service or by third parties prior to the deletion of your account.
Intellectual property rights for Creators– ownership and licenses:
1. You confirm that you own all intellectual property rights (examples of which are copyright and trademarks) in your Content or that you have obtained all necessary rights to your Content which are required to grant licenses in respect of your Content to us and to other Users. This includes any rights required to engage in the acts covered by sub-section 11(b) below in any territory in which Gracia is accessible and, in particular, in the United States of America, the United Kingdom and the European Union.
2. You agree to grant us a license under all your Content to perform any act restricted by any intellectual property right (including copyright) in such Content, for any purpose reasonably related to the provision and operation of Gracia. Such acts include to reproduce, make available and communicate to the public, display, perform, distribute, translate, and create adaptations or derivative works of your Content, and otherwise deal in your Content.
3. The license which you grant to us under sub-section 11(b) above is perpetual, non-exclusive, worldwide, royalty-free, sublicensable, assignable and transferable by us. This means that the license will continue even after your agreement with us ends and you stop using Gracia, that we do not have to pay you for the license, and that we can grant a sub-license of your Content to someone else or assign or transfer the license to someone else. This license will allow us, for example, to add stickers, text, and watermarks to your Content, to make your Content available to other Users of Gracia, as well as to use your Content for other normal operations of Gracia. We will never sell your Content to other platforms, though we may sell or transfer any license you grant to us in the Terms of Service in the event of a sale of our company or its assets to a third party.
4. Whilst we do not own your Content, you grant us the limited right to submit notifications of infringement (including of copyright or trademark) on your behalf to any third-party website or service that hosts or is otherwise dealing in infringing copies of your Content without your permission. Although we are not under any obligation to do so, we may at any time submit or withdraw any such notification to any third-party website or service where we consider it appropriate to do so. However, we do not and are under no obligation to police infringements of your Content. You agree that if we request, you will provide us with all consents and other information which we reasonably need to submit notifications of infringement on your behalf.
5. You waive any moral rights which you may have under any applicable law to object to derogatory treatment of any Content posted by you on Gracia. This waiver does not affect in any way your ownership of any intellectual property rights in your Content or the rights which you have to prevent your Content from being copied without your permission. The waiver is intended to allow us when dealing with your Content (as permitted by the license which you give us in section 12(b) above) to add watermarks, stickers or text to your Content.
How do I delete my account? If you want to delete your Gracia account, write to [email protected].
1. The deletion of your account will take place within a reasonable time following your request.
Who is responsible for any loss or damage suffered by you?
1. If you are a consumer User: If you are a consumer User, you agree that:
  - We and our subsidiary companies, employees, owners, representatives, and agents will not be liable to you for any loss of profit, loss of business or revenue, business interruption, loss of business opportunity, or loss of anticipated savings suffered by you arising from or in connection with your use of Gracia.
  - If you are a consumer User and reside in the United States of America, our total liability to you for claims arising out of or related to your agreement with us shall be limited to USD 250 per claim.
General Provisions:
1. No Minors: Gracia contains is not intended for minors. If you do not meet age requirements, you must not access Gracia and must leave now. The Company forbids all persons who do not meet these age requirements from accessing Gracia.
2. You agree and understand that Gracia cannot ensure the security or privacy of information you provide through the internet and the Platform. We strongly condemn any form of interaction outside of the Platform. Any information you choose to share remains your sole responsibility and is done at your own risk. Use of the Platform for the purpose of engaging in unlawful or illegal activities is prohibited.
3. You agree that:
  1. If any aspect of your agreement with us is unenforceable, the rest will remain in effect.
  2. If we fail to enforce any aspect of your agreement with us, it will not be a waiver;
  3. We reserve all rights not expressly granted to you.
  4. No implied licenses or other rights are granted to you in relation to any part of Gracia, save as expressly set out in the Terms of Service.
  5. Your agreement with us does not give rights to any third parties, except that the exclusions and limitations of liability in section 13 (Who is responsible for any loss or damage suffered by you?) and the terms in section 15 (Terms relating to disputes) may be enforced by our subsidiary companies, employees, owners, representatives and agents.
  6. You cannot transfer your rights or obligations under your agreement with us without our prior written consent.
  7. Our rights and obligations under your agreement with us can be assigned or transferred by us to others. For example, this could occur if our ownership changes (as in a merger, acquisition, or sale of assets) or by law. In addition, we may choose to delegate the performance of any of our obligations under your agreement with us to any third party, but we will remain responsible to you for the performance of such obligations.
  8. The Terms of Service form the entire agreement between us and you regarding your access to and use of Gracia and supersede any and all prior oral or written understandings or agreements between us and you.
Terms relating to disputes – the law which applies to your agreement with us and where disputes and claims concerning your use of Gracia (including those arising from or relating to your agreement with us) can be brought:
1. For consumers (Fans):
  - Consumers - Law:
    - If you are a consumer, your agreement with us is governed by English law and English law will apply to (i) any claim that you have arising out of or in connection with your agreement with us or your use of Gracia, and (ii) any claim that we have against you that arises out of or in connection with your agreement with us or your use of Gracia (including, in both cases, non-contractual disputes or claims). You will also be able to rely on mandatory rules of the law of the country where you live.
  - Consumers - where claims must be brought:
    - If you are a consumer resident in the United Kingdom or the European Union, any claim which you have or which we have arising out of or in connection with your agreement with us or your use of Gracia (including, in both cases, non-contractual disputes or claims) may be brought in the courts of England and Wales or the courts of the country where you live.
    - If you are a consumer resident outside of the United Kingdom or the European Union, any claim which you have or which we have arising out of or in connection with your agreement with us or your use of Gracia (including, in both cases, non-contractual disputes or claims) must be brought in the courts of England and Wales.
Rights Reserved by the Company: We reserve the right at any time and without notice to:
1. modify, suspend, or terminate Gracia or any portion thereof;
2. restrict, limit, suspend, or terminate your access to Gracia or any portion thereof;
3. verify the information which you provide to us;
4. verify compliance with these Terms and/or any applicable law;
5. temporarily suspend or permanently terminate your account for failure to comply with these Terms and/or any applicable law;
6. delete any content you post on Gracia if in our reasonable opinion it does not comply with these Terms and/or applicable law;
7. monitor your use of Gracia (including any content or message you post or broadcast on Gracia);
8. investigate any suspected or alleged misuse or unlawful use of Gracia and cooperate with law enforcement in such investigation;
9. disclose information about your use of Gracia in connection with law enforcement investigation of any suspected or alleged illegal activity, or in response to a lawful subpoena or court order; and/or
10. License to Access and Use Gracia: Subject to all of the terms, conditions, limitations and restrictions contained in these Terms, we grant to you a conditional, revocable, non-transferable, non-sublicensable, non-exclusive and limited license to use our Website and Applications for your own lawful and personal use only. You acknowledge and agree that the foregoing license may be revoked and terminated by us at any time and for any reason (including, without limitation, if you violate these Terms or any applicable law). Any use of Gracia other than as expressly permitted by these Terms is strictly prohibited. All rights not expressly granted herein are reserved by us. We do not warrant that Gracia is compatible with all devices and operating systems. It is your sole responsibility to determine whether or not Gracia is compatible with your device. From time to time we may make updates to Gracia and will make such updates available through Gracia.
Accounts
1. Fans: To register and create an account on Gracia as a Fan, you must provide a valid email address, a username, and a password, or authenticate using a valid social media account.
2. Creators:
3. User Certifications: By registering on Gracia, you represent and warrant that:
  - all account registration, profile information and content you provide is your own information and the content is complete, truthful, and accurate;
  - you are fully responsible for any and all activities that occur on your account, and that you will log out of your account at the end of each session;
  - you will use particular caution when accessing your account from a public or shared computer so that others are not able to access, view, or record your password or other personal information;
  - you are responsible for keeping your login details confidential and secure, and you will immediately notify us at [email protected] if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security;
  - if you previously had an account with Gracia, your previous account was not suspended or terminated by Gracia for violation of these Terms;
  - you register on Gracia for your own personal use and you will not sell, rent, or transfer your account to any third party; and
  - if you are using Gracia on behalf of a business or other entity, you warrant that you are authorized to grant all the licenses stipulated in these Terms and that you are authorized to bind the business or other entity to these Terms.
c. Your Content: We may permit you to submit materials for publication on Gracia. You represent and warrant that you own, have a valid license to, or otherwise control all rights in your Content. You retain all ownership rights in your Content. However, you grant us a worldwide, perpetual, nonexclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your Content for the Company’s business (and the business of our successors), for the purpose of operating Gracia and fulfilling the intent of these Terms. You hereby consent to (i) being depicted in any Content you post on Gracia, and (ii) allowing the Company to publicly distribute any Content you post on Gracia. You also grant each of our Users a worldwide, nonexclusive, royalty-free license to access such content with the facilitation of Gracia, and to use, reproduce, display, and perform your content but only to the extent necessary to comply with these Terms. Except for personally identifiable information covered under our Privacy Policy, Content is not considered confidential, and may be displayed on Gracia in accordance with these Terms. We have no obligation regarding your Content. However, we agree that any use or publication of your content will be consistent with these Terms. You warrant that you maintain written releases from any person depicted in your Content confirming that such person consented to the recording and publication of such content on Gracia, and that your Content does not violate any rights of any third parties. You will provide copies of any necessary releases, licenses, or ownership documents to us at our request. You are solely responsible for your Content and the consequences of posting your Content to Gracia.