Our Services

Subject to these Terms, Grappa allows you to use the Services on a non-exclusive basis for your own internal business purposes.

1. By using the Platform and Services, you acknowledge that Grappa does not own, manage, or control any professional services provided by users. Grappa is not and shall not be responsible for the conduct or behavior of any User on or off the Platform.

2. Users shall be solely responsible for all information and communication with each other, including but not limited to establishing any business relationships or providing Endorsements to other users.

User Accounts

1. In order to use the Services, you will need to create an account. You can also register by logging in through your Google or LinkedIn account. You may only do so if the third-party account is yours and you have the right to use that account with our Services.

2. Subject to applicable law, Grappa may refuse to open an account for any individual at its sole discretion.

3. You agree to notify us immediately of any unauthorized use of your account. You are solely responsible for all activity on your account, even if that activity was not actually performed by you. To the fullest extent permitted by applicable law, Grappa will not be responsible for any losses or damage arising from unauthorized use of your account. While we reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services, we cannot guarantee that we will learn of or prevent any inappropriate use of the Services.

4. You may request termination of your account at any time and for any reason by sending an email to legal@grappa.xyz. Following such request, we shall close your account as soon as reasonably practicable. Any suspension or termination of your account shall not affect your obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made by you and limitation of liability), which by their sense and context are intended to survive such suspension or termination.

Use Restrictions

1. You may not do or attempt to do or allow a third party to do any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the code or software used to provide the Services, including framing or mirroring the Services; (2) copy, modify, or distribute the Services in any manner not permitted by these Terms; (3) circumvent or interfere with security-related features of the Services or features that restrict unauthorized use of or access to any Content (as defined below); (4) use any robot, spider, site search or retrieval application, or any other process to retrieve, index, and/or data-mine the Content or circumvent the navigational structure of the Services in any other way; (5) use another's account without permission; (6) remove, alter, or conceal any copyright, trademark, service mark or other such notices incorporated in the Services; and (7) use the Services in any manner not permitted by applicable law, including all applicable export laws and regulations to (re)export the Services and/or any related materials in violation of such laws.

2. You may not use our Services if doing so is unlawful. We will cooperate with any law enforcement authorities or court orders requesting that we disclose the identity, behavior, or User Content (as defined below) of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.

Representations

1. Our Representations. We represent that Grappa is organized under applicable law, has the ability to enter into and perform its obligations under these Terms, and doing so does not conflict with any of our commitments to any third party nor with any applicable legal obligation. We will use commercially reasonable efforts to provide our Services faithfully, diligently, and in accordance with the standard practices in our industry.

2. Your Representations. By accepting these Terms, you represent that: (a) you are at least 18 years old and have the ability to form a binding contract ; (b) your use of the Services will not violate any applicable law or any obligation you have to a third party; (c) all the registration information you submit is and will remain truthful and accurate; (d) you have all necessary rights, consents, and licenses needed to provide any User Content (defined below) that you provide; (e) and the User Content is compliant with applicable law and does not infringe on the intellectual property, privacy, publicity, moral, or any other rights of any third party; and (f) our use of your User Content as allowed under these Terms will not cause us to infringe on the rights of any third party. You also undertake that you will use the Services in compliance with applicable law at all times, including all applicable export laws to ensure that neither the Services nor any related materials are unlawfully exported.

Intellectual Property

1. Our Property. We retain all worldwide intellectual property rights, title, and interest in our Platform, our Services, including its overall appearance and any text, graphics, designs, videos, interfaces, and underlying source files of the Services, any Content we provide, and our name, trademarks, and logos. In some cases we have gotten the right to use certain elements from others as part of our Services and in that case, those elements are owned by their respective owner/s. Even though we're allowing you to use our Services, that doesn't mean that we're transferring ownership or any other rights to you or that we're allowing you to use our name, any trademarks, logos, or similar property as your own.

2. Your Property. When you provide User Content through the Services, that content remains yours. By providing User Content, you do allow us to use it in connection with the Services, including copying, modifying, and preparing derivative works of it where necessary in order to provide the Services, as well as for analytics purposes and for improvement of the Services. If you provide us with any feedback regarding our Services, you agree that we may use it and share it freely.

Content and User Content

1. Definitions. We may provide certain materials, such as images, articles, posts, videos, and reports through the Services and may also allow you and other users to provide certain types of material, such as images, photos, pictures, videos, reports, recommendations, Endorsements, reviews, comments, and feedback. "User Content" means materials you provide and "Content" means any content available through the Services, including User Content that may be provided by other users. Your messages through the chat feature are also considered User Content.

2. User Content Restrictions. You are fully and solely responsible for any User Content that you provide. You may not provide any User Content or act in any way that: (i) violates the legal rights of others; (ii) infringes the intellectual property, moral, publicity, privacy, or other rights of any third party; (iii) is (or you reasonably believe or should believe to be) in furtherance of any illegal, counterfeiting, fraudulent, pirating, unauthorized, or violent activity; (iv) in breach of any applicable laws, rules, or regulations; (v) contains material we reasonably determine to be offensive, including that which promotes, hate, violence, or discrimination; (vi) constitutes a harassment or threat; (vii) contains obscene material; and/or (viii) contains any virus, worm, trojan horse, or other harmful or disruptive component.

Copyright - DMCA

You may not post User Content that violates another's intellectual property rights. As the provider of your User Content, you are responsible for ensuring, to the best of your ability, that the User Content is non-infringing. If we are notified that certain User Content violates intellectual property rights, we may remove that User Content at any time and at our sole discretion, without notifying you, in accordance with the Digital Millennium Copyright Act of 1998 ("DMCA"). We reserve the right to take any additional measures we deem appropriate, including suspending and/or terminating your accounts. If you believe that something appearing on the Services infringes your or another's intellectual property rights, please notify us at legal@grappa.xyz. If you believe that a notice has been wrongly filed against you, you may send us a counter-notice to the address above. Please note that notices and counter-notices must meet the DMCA's requirements and that there can be substantial penalties for false claims under the DMCA. We suggest consulting with your legal advisor before filing a notice or counter-notice.

Indemnification

1. We agree to indemnify, defend, and hold you harmless from and against any claim, damage, or loss or loss, including reasonable court costs, attorneys' fees, and any fines that you may incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating to a claim that the Services, as delivered, infringe any patent or copyright or misappropriate any trade secret, provided however, that we shall have no responsibility or liability for any claim to the extent resulting from or arising out of (a) the use of the Services not in compliance with these Terms or applicable law; (b) the combination of the Services with any services that we did not provide; (c) the modification of the Services by any party other than us; or (d) the use of any version of the Services that is not the most up-to-date version.

2. You agree to indemnify, defend, and hold harmless Grappa, its affiliates, and its/their respective directors, officers, employees, subcontractors, and agents from and against any claim, damage, or loss, including reasonable court costs, attorneys' fees, and any fines that may be incurred, that arise directly or indirectly from your: (a) breach of these Terms, including any of your representations or warranties, whether by you or by anyone using your account or device, and whether or not that use was authorized by you; (b) use or misuse of the Services; (c) violation of any law or regulation, including breach of applicable data protection laws; and (d) infringement of any right of any third party.

3. Either party claiming indemnification under this Section ("Indemnitee") shall: (i) provide the other party ("Indemnifying Party") with written notice of a claim promptly upon becoming aware thereof, (ii) allow Indemnifying Party to control the defense and settlement of the claim, provided that no settlement may be entered into without the consent of Indemnitee if such settlement would require any action on the part of Indemnitee and further provided that Indemnitee may engage its own counsel at its own expense; and (iii) reasonably cooperate with Indemnifying Party, at Indemnifying Party's expense, in the defense and settlement of the claim.

Disclaimers

1. OTHER THAN THE WARRANTIES MADE EXPLICITLY IN THESE TERMS, WE DO NOT MAKE ANY ADDITIONAL WARRANTIES (IMPLIED, STATUTORY, OR OTHERWISE) ABOUT THE PLATFORM, SERVICES OR ANY CONTENT, INCLUDING WITHOUT LIMITATION THAT THE SERVICES WILL BE OF GOOD QUALITY, USEFUL FOR YOUR OR CUSTOMER'S, AS APPLICABLE, SPECIFIC NEEDS OR ANY PARTICULAR PURPOSE, ACCURATE, ERROR-FREE (OR THAT ERRORS WILL BE CORRECTED), RELIABLE, SECURE, COMPLETE, NON-INFRINGING, OR THAT THE SERVICES WILL BE PROVIDED IN A TIMELY MANNER. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS.

2. We cannot control the functionality of services provided by third parties and assume no responsibility for any telephone or network line failure or interruption, or traffic congestion on the Internet or on the Services themselves. We cannot control the actions of bad actors and do not guarantee that we will successfully prevent unauthorized access to or alteration of the Services.

3. Users. We cannot anticipate or control the actions or inactions of anyone else, including our clients, users, or unauthorized users. Therefore, we disclaim all liability, regardless of the form of action, for the acts or omissions of any and all users (including unauthorized users), that are not solely due to our gross negligence or willful misconduct.

4. User Content. User Content comes from sources outside of our control, we take no responsibility for the accuracy, usefulness, safety, appropriateness, or non-infringement of any User Content; your use of any User Content is at your own risk. We do not endorse any opinions or recommendations expressed in any User Content. We have no obligation to display or maintain any User Content and may remove it without notice to you and for any reason. Any User Content that you make available will not be considered confidential and may be available publicly. If you make User Content available to others, it may be possible for others to obtain Personal Data about you (such as your contact details, location, or the entity you represent). We have no control over the use of this data by others and are not responsible for the use of any Personal Data that you disclose through the Services by any third party.

5. Data Retention. We are not a data retention service. It is your sole responsibility to back up any data you provide to us. If the data you provide to us is lost or corrupted for any reason, we shall not be responsible for any damage or loss you experience if you are unable to recover that data.

6. Third-Party Content. Our Platform may provide you with links to third-party sites. We make no promises regarding and are not liable for the content, goods, or services provided by such third parties, including any payments submitted through such links. We also cannot make any promises about and are not liable for another party's data protection policies. When you click on any of these links, you do so at your own risk. We urge you to exercise caution when using third-party services.

7. We provide a Platform where users can connect with each other, including for the purpose of establishing business relationships. However, we do not own, provide, manage, or control any of the services/ products provided by users, which are owned, offered, and managed by each respective user. Therefore, we are not responsible in any way for the services/ products offered by users, including but not limited to the price, payment, quality, provision, or functioning of the services/ products or any loss or damage related to them. Any and all communications between users, any offerings made by them, transactions conducted between them, and all legal, financial, or other consequences resulting therefrom and/or any dispute that arises between users are strictly between them and we will not be a party thereto. We assume no responsibility for a user's failure to provide its customers with any goods or services or any other legal consequences arising from such a relationship between users.

8. In light of the above, you understand that using the Services entails some degree of risk. When you choose to use the Services, you do so at your sole discretion and risk. Some jurisdictions do not allow the exclusion of certain warranties and therefore some of the above exclusions may not apply to you. Check your local laws for any restrictions regarding the exclusion of implied warranties.

Limitation of Liability

1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRAPPA (AND ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, OR SUBCONTRACTORS) SHALL NOT BE RESPONSIBLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS THAT IS NOT A DIRECT RESULT OF YOUR USE OF THE SERVICES. THIS INCLUDES ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT GRAPPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

2. OUR MAXIMUM LIABILITY UNDER THESE TERMS WILL NOT EXCEED A CUMULATIVE AMOUNT OF USD $50.

Term and Account Termination

1. Term. These Terms will take effect when you accept them and shall continue in full force and effect until they are terminated in one of the ways described below.

2. How to Terminate Your Account. You may request to terminate your account (and, by association, these Terms) at any time by sending an email to legal@grappa.xyz. We will process your request promptly after receiving your notice and notify you once termination is complete.

3. Termination by Grappa. We reserve the right to suspend or terminate your account (and, by association, these Terms) at any time and for any reason by providing three days' prior notice. We also have the right to suspend or terminate your account (and, by association, these Terms) immediately if: (i) you violate the letter or spirit of these Terms; or (ii) you engage in fraudulent, abusive, or illegal behavior or harass or harm other users, third parties, or our business interests. In case of termination by the Grappa, you will have the opportunity to export your User Content for a period of 30 days following termination. If your account is terminated, you may not rejoin by opening a new account without our permission.

4. Even if your account is terminated, you will still be bound by the sections of these Terms which, by their nature are meant to survive termination.

Force Majeure

Neither party will be liable for any default or delay in its performance of its obligations under these Terms to the extent caused by a natural disaster, act of God, act of war or terrorism, riot, third-party labor strike, pandemic, or other similar occurrence beyond its reasonable control, provided that the affected party makes all reasonable efforts to comply with its obligations despite the occurrence. The affected party shall, as soon as reasonably practicable, notify the other party of the occurrence. It is clarified that payment obligations hereunder may be delayed due to a force majeure event but will not be excused.

Notices

To provide an official notice in accordance with these Terms, either us or you may send a notice by courier, registered mail, or by email to the addresses we provide each other. Either party may assume its notice has been received one after: (1) business day following delivery by courier, four (4) business days following delivery by registered mail, and one (1) business day after email transmission.

General

These Terms constitute the entire agreement between us and you regarding our Services, and any and all other agreements existing between us regarding the Services are hereby terminated. We may assign our rights and obligations in these Terms to any third party. You may not assign any of your rights or obligations in these Terms to anyone else and any attempt to do so will be void. If either party waives any rights regarding any breach or default of these Terms, that waiver shall not be deemed to waive any other breach or default. The courts in Delaware shall have exclusive jurisdiction over any disputes regarding these Terms. The laws of Delaware shall govern these Terms without regard to the United Nations Convention on the International Sales of Goods. In the event that a court rules that a provision of these Terms is unenforceable, that provision shall be replaced with an enforceable provision which most closely achieves the effect of the original and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between us and you, and nothing in these Terms enables you to act on our behalf.