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Last Update: April 1, 2024
BY USING OUR WEBSITE AND DESKTOP APPLICATION YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY
1. Introduction: These Terms of Use for all Users govern your use of Gracia and your agreement with us.
2. Interpretation: In the Terms of Service:
1. we refer to our website as "**Gracia**", including when accessed via the URL [www.gracia.ai](http://www.gracia.ai) or via desktop application;
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**").
3. 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 support@gracia.ai. 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
1. 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.
2. 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.
3. 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.
4. 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.
5. 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 support@gracia.ai 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.
6. 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.
7. 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.
8. 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.
9. How do I delete my account? If you want to delete your Gracia account, write to support@gracia.ai.
1. The deletion of your account will take place within a reasonable time following your request.
10. 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.
11. 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.
12. 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.
13. 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 desktop application 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.
14. 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 support@gracia.ai 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.
15. Your Account:
1. Registration. In order to access the Platform as a User and to navigate through and buy Content, interact online with Creators, as well as to post and comment Content, you must first register by creating a User account. You will have to choose a username, which must be unique to you, not offensive to others, and not in violation of a third party’s intellectual property (such as copyright or trademark), as well as a password. Please note that Gracia reserves the right to decline any account registration, for any reason, at its sole discretion.
2. Confidentiality of Your Account. You agree and warrant that you will not share your account or login information, let anyone else access your account, or do anything else that might jeopardize the security of your account. In the event that you become aware of, or reasonably suspect, any security breach, including, without limitation, any loss, theft, or unauthorized access or disclosure of your login information, you must immediately notify us and modify your login information. You are solely responsible for maintaining the confidentiality of your login information and you will be responsible for all uses of your login information, whether or not authorized by you. You will be liable for any losses incurred by us due to the unauthorized use of your account. We are not liable for your losses caused by any unauthorized use of your account and you hereby specifically waive any such claim and agree to defend, hold harmless, and indemnify Gracia against any such claims made against it by third parties. In brief, you are responsible for anything that happens through your account.
3. Content Uploaded on Your Account. You are solely responsible for all Content Uploaded via your account, including any personalization made to your profile and any posting on your wall. You must evaluate and bear all risks associated with your use of the Platform and your Content. You agree and represent to only Upload Content that you are authorized to Upload. Furthermore, any Content Uploaded onto the Platform shall also be compliant with these T&C; thus, you agree and represent to only Upload Content in compliance with these T&C. You will not Upload Content that could be deemed illegal, involving minors, or simply not allowed by us, including any content in violation of these T&C. Further, you agree not to Upload Content that violates any third party's intellectual property rights or that violates another individual's privacy. This includes, but is not limited to, copyrighted background music and/or video content appearing in Uploaded Content – any and all music or videos used in Content must either be royalty-free or User must ensure that proper applicable royalties have been paid. You must have obtained the express consent of anyone pictured or depicted in the Content you Upload and you hereby expressly represent and warrant that you have obtained such consent. We reserve the undisputed right to remove any non-compliant Uploaded Content at any time, without prior notice to you. You understand and agree that your profile and your Uploaded Content may be visible or searchable by other Uploaders or Users of the Platform (including any participation in the chat) through the Platform itself. Further, you understand and agree that your profile and your Uploaded Content may be searchable by third-party publicly available search engines or Internet archives; should you wish to have some or all of your profile and/or Content removed from the publicly available search engines, it is your sole responsibility to do so and to file such removal requests with the concerned search engine(s) operator(s). In an ongoing effort to protect minors and prevent the upload of illegal Content, Gracia retains the right to regularly scan any and all Content uploaded on the Gracia Platform for the presence of minors. Any Content deemed to include minors will be removed immediately and reported to the appropriate authorities and the User will be banned from using the Platform.
4. License to Your Content. **We do not claim ownership of your content, but you grant us a licence to use it.** Nothing is changing about your rights in your content. We do not claim ownership of your content that you post on or through the Platform and you are free to share your content with anyone else, wherever you choose. However, we need certain legal permissions from you (known as a "licence") to provide the Platform. When you share, post or upload content that is covered by intellectual property rights (such as photos or videos) on or in connection with our Platform, you hereby grant to us a non-exclusive, royalty-free, transferable, sublicensable, worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your content (consistent with your privacy and application settings). This licence will end when your content is deleted from our systems. You hereby grant Gracia and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your Content in connection with the operation of the Platform and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later.
5. Account Photo. You agree and understand that your account profile photo, image or avatar must be safe and acceptable to a public audience and shall not include sexually explicit content, such as full or partial nudity, simulated or any other sexual acts. If you choose to use a photo that is not acceptable to a public audience, Gracia may remove such photo. Repeat infringement may result in the termination of your account in accordance with these T&C.
6. Linking Your Account to Social Media. The Platform may allow you the future to link your account to or to post on various third-party social media or social-networking sites (“Third-Party Sites”). If you choose to do so, you agree and acknowledge to bear all risks that could result from such linking. By linking your account or by posting Content to Third-Party Sites, you hereby understand and acknowledge that Gracia has no control whatsoever on such Third-Party Sites and that it is your sole responsibility to ensure that you understand, agree, and comply with such Third-Party Sites’ terms and conditions.
7. Closing Your Account. If you decide to close your account, which you can do at any time, all of your Content will be removed, except as provided below. If you delete your account, or if you remove Content from your account, such Content will no longer appear on the Platform. As for the membership granted by an uploader to any User, such membership will terminate once it expires and all Content related thereto will be removed. Users acknowledge that deactivated accounts are kept for analytical and legal purposes. The account will not longer be visible to anyone. Users wishing to have their accounts removed from the Gracia servers in their entirety must submit a specific request by contacting the Gracia support team at support**@**gracia.ai
8. Reporting of Pornography Involving Minors. Gracia is committed to cooperating with any law-enforcement agency investigating child pornography and to complying with any applicable law relating to the mandatory reporting of pornography involving minors. We request and encourage you to report any unlawful activities involving minors directly to us and to the authorities. Your report must include any appropriate evidence, including the identified Content, as well as the time and date of identification. All reports will be taken seriously and immediately investigated.
9. Notice of Copyright Infringement. We support the protection of the intellectual property rights of copyright holders and thus we will respond to notices of alleged copyright infringement.
16. Acceptable Use:
1. Prohibited Uses: You agree that you will only use Gracia for purposes expressly permitted and contemplated by these Terms. You may not use Gracia for any other purposes without our express prior written consent. Without our express prior written authorization, you will not:
- use Gracia in any way that is violative of any applicable law, regulation, or treaty of any applicable governmental body, including but not limited to: (a) laws prohibiting sex trafficking and promotion or facilitation of prostitution; (b) intellectual property right laws protecting patents, copyrights, trademarks, trade secrets, and any other intellectual property right, including making, obtaining, distributing, or otherwise accessing illegal copies of copyrighted, trademarked, or patented content, deleting intellectual property right indications and notices, or otherwise manipulating identifiers in order to disguise the origin of content you post, share, or upload; (c) laws against obscene, lewd, defamatory, or libelous speech; and (d) laws protecting confidentiality, privacy rights, publicity rights, or data protection.
- download any content unless a “download” or similar button is displayed in relation to that content.
- use ad-blocking software while using Gracia.
- fail to comply with orders, judgments, or mandates from courts of competent jurisdiction.
- access Gracia if you are, or are required to be, a registered sex offender in any jurisdiction.
- post, upload, or share content that is harmful, inaccurate, threatening, abusive, vulgar, violent, indecent, harassing, menacing, scandalous, inflammatory, blasphemous, racially or ethnically offensive, likely to cause annoyance, intimidation, alarm, embarrassment, distress, discomfort, or inconvenience, otherwise objectionable, or any content that, in the Company’s sole discretion, is otherwise inappropriate.
- post, upload, or share content that is considered harmful, threatening, abusive or offensive by the reasonable man/person to an objective standard. “Reasonable” in this context and “man” as a legal term considers the views and morality as set by the majority of Creators or users of all genders within the community and not the reasonable bystander in the street. Usual use may incorporate items and content of which some users may find offensive or objectionable, but that is not illegal in the jurisdiction of the Creator. Harmful content would be considered items that do not comply with residing law enforcement, cause undue distress to persons represented in the content or shared without their consent.
- post, upload, or share any content containing hate speech, including any content (including stereotypes and symbols) posted to Gracia with the intent to vilify, humiliate, dehumanize, or incite hatred or fear against a group or individual based upon race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity and expression, sexual orientation, age, disability, serious disease, or veteran status (“Protected Class(es)”), statements of inferiority or calls for exclusion or segregation based on Protected Class, and any deliberately false material that causes harm to a Protected Class; but excluding self-referential or empowering uses with no intent to vilify, humiliate, or incite hatred or fear against a group or individual based on these categories.
- post, upload, or share content that depicts, advertises, promotes, encourages, facilitates, or solicits (real, simulated, or implied) (i) sexual activity involving minors; (ii) incest; (iii) bestiality; (iv) violence, kidnapping, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, weapons (unless obviously fake), asphyxiation, extreme fisting, or genital mutilation; (v) necrophilia; (vi) Consumption of urine; (vii) blood, scatological, vomit, or excrement-related content; (viii) age-play or suggestion of underage participants, (ix) illegal prostitution or human trafficking, whether explicitly or by use of any slang, acronyms, or abbreviations; (x) “revenge porn” defined as any content containing any individual who has not consented to that content (a) being taken, captured, or otherwise memorialized, or (b) being posted, uploaded, or shared on Gracia; (xi) illegal or illicit drugs; (xii) suicide or self-harm; (xiii) any other illegal behavior or behavior that may be considered obscene under applicable law.
- post, upload, or share content that advertises or solicits the sale or purchase of used articles of clothing.
- post, upload, or share content depicting any person under eighteen (18) years old.
- post, upload, or share content depicting any person without inspecting and maintaining written documentation sufficient to confirm that all subjects of your submissions are in fact eighteen (18) years of age or older, including a written consent or release of each identifiable person in the submission to use their name or likeness and to enable inclusion and use of the submission in the manner contemplated by the Company.
- post, upload, or share content with the intent to extort money or other benefit from a third party in exchange for removal of the content.
- post, upload, or share any content that utilizes or promotes a sweepstake, lottery, or other regulated gaming or sales promotion tactic;
- post, upload, or share any employment ads or content which violates anti-discrimination laws.
- sell or purchase used or soiled clothing items.
- post, upload, share, or collect the telephone numbers, street addresses, last names, email addresses, URLs, geographic location, or any other personal information about users or third parties without their consent, or, except as expressly authorized in these Terms, use the materials on Gracia for any commercial use.
- impersonate another individual or entity, whether actual or fictitious, without consent, falsely claim an affiliation with any individual or entity; access or attempt to access the accounts of others without permission; misrepresent the source, identity, or content of information transmitted on or through Gracia; or perform any other similar fraudulent activity.
- send unsolicited sexual content to another User or otherwise engage in nonconsensual sexual objectification of another User.
- use emojis, GIFs, or other media to communicate any activity that violates these Terms.
- engage in antisocial, disruptive, or destructive behavior, including “bombing,” “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet, or engage in any other behavior that serves no purpose other than to harass, annoy, or offend Users.
- engage in platform manipulation, including utilizing bots or other fraudulent means to artificially drive traffic to or inauthentically generate engagements with your account, or your content.
- circumvent, disable, damage, intentionally misuse, or otherwise interfere with the operations of the Company, any User’s enjoyment of Gracia, or any security-related features that prevents, limits, or restricts the use or copying of any materials or that enforces limitations on the use of Gracia, by any means, including posting, linking to, uploading, or otherwise disseminating viruses, adware, spyware, malware, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious codes, files, or programs designed to interrupt, destroy, limit, or monitor the functionality of any computer software or hardware or any telecommunications equipment.
- reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, except and only if that activity is expressly permitted by applicable law despite this limitation.
- access or use any automated process (such as a robot, spider, scraper, or similar) to access Gracia in violation of our robot exclusion headers or to scrap all or a substantial part of Gracia (other than in connection with bona fide search engine indexing or as the Company may otherwise expressly permit).
- modify, adapt, translate, or create derivative works based on Gracia or any part thereof, except and only if applicable law expressly permits that activity despite this limitation.
- commercially exploit or make available Gracia to third parties including any action or attempt to “frame” or “mirror” Gracia.
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.
- attempt to do any of the acts described in this section or assist or permit any person in engaging in any of the acts described in this section.
2. Violations of prohibited Uses. Engaging in any prohibited use will be considered a breach of these Terms and may result in immediate suspension or termination of your account without notice, in our sole discretion. We may pursue any legal remedies or other appropriate actions against **you** if you engage in any of the above prohibited uses or any unauthorized use of Gracia, including civil, criminal, or injunctive relief, and cancellation of your account. Any unauthorized use of Gracia or our computer systems violates these Terms and certain international, foreign, and domestic laws.
3. Additional prohibited uses for Creators. Creators must act in the best interests of the Company at all times, whether on Gracia, on third-party websites, or offline. If you are a Creator and violate these additional prohibited uses for Creators or any other provision of these Terms, we may delete your account and/or permanently ban you from Gracia. If you are a Creator, you will not, without our express prior written authorization:
- attempt to defraud the Company or our Users.
- attempt to fraudulently pass off recorded content as a live stream.
- fail to honor any lawful representation made to Fans in furtherance of selling your content.
- record or broadcast nudity or sexual activity from any public place where members of the public are reasonably likely to see your content.
- release the personal information of any other User of Gracia or third party without that person’s consent.
- harass, disparage, defame, or otherwise interfere with the Company or our users, nor misrepresent or make any false or misleading statements about the Company.
4. Reporting violative content and activities. If you are aware of any content on Gracia or any User engaging in activities that violate these Terms, please email us at support@gracia.ai with as much detail as possible, including a link or the location where we may find them, the username of the individual engaging in suspicious activities, the date and time of identification, the reason we should remove the objectionable content or investigate the activities, and a statement certifying the accuracy of the information you provided to us. If you are a Creator, you must report all violative content and suspicious activity to us. We may consider you complicit in any violative activity to which you were knowledgeable of suspicious activity but failed to report it.
5. Law Enforcement. We will fully cooperate with law enforcement authorities or orders from courts of competent jurisdiction, requesting or directing us to disclose the identity or location of any User in breach of these Terms, in accordance with our privacy policies, subpoena compliance policies, and applicable law or regulation. If your activity results in the Company receiving a subpoena, discovery request, production order, or court order that causes the Company to incur expenses, court costs, or legal fees for compliance, you agree to reimburse us for any such expenses, costs or legal fees upon our request.
17. Term and termination:
1. These T&C shall be effective as of the date you start to use the Platform and remain in effect as long as you use the Platform. You can choose to close your account at any time, at your sole discretion.
2. Gracia reserves the right to terminate these T&C and your account, at any time, on sixty (60) days’ notice (unless you have defaulted on one of your obligations, in which case termination may be immediate). Should Gracia terminate your account, all of the Content that was accessible on it may be removed.
3. Notwithstanding anything to the contrary, all rights granted by User to Gracia during the term of these T&C shall survive the termination of these T&C by either party.
18. Confidential information:
1. Confidentiality. During the term of these T&C and for a period of ten (10) years after the termination thereof, each party shall preserve and protect confidentiality of any proprietary information, and all physical and digital forms thereof, that has been disclosed by one party to the other party during the term of these T&C. Proprietary information of Gracia includes, but is not limited to, the following aspects of Gracia: its Platform, software, employees, customers, affiliates, and service providers, intellectual property, functions, features, options, preferences, programming code, style, colours, layouts, “look and feel”, costs, profitability, statistics, data, and any other information in any way related to Gracia, or how Gracia conducts business. Gracia reserves its right to claim all damages caused by User’s breach of duties.
2. Non-circumvention. During the term of these T&C and for a period of three (3) years after the termination thereof, User agrees that neither User nor any person under control or authority of User shall, directly or indirectly, circumvent or attempt to circumvent Gracia to form or attempt to form any business relationship with any of Gracia's employees, affiliates, or sub-licensees, or that harms, injures, or diminishes Gracia and/or the benefits that Gracia might reasonably expect to enjoy pursuant to the rights granted to Gracia in these T&C.
Miscellaneous
Notices. User may serve official notices to Gracia by sending an e-mail to: support@gracia.ai. Gracia may serve official notices to User by sending an e-mail to the e-mail address on the User's account. All notices shall be legally binding upon receipt.
Arbitration: Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by binding arbitration in Los Angeles County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Gracia ai, Inc. then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of Gracia arbitrators in accordance with the Streamlined Arbitration Rules and Procedures. Judgment on any arbitral award may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Los Angeles County, California. The prevailing party in any action or proceeding arising out of this Agreement will be entitled to an award of costs and attorneys’ fees. To the fullest extent permitted by law, the parties agree that all claims against one another can only be brought in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or other representative proceeding. The parties agree that arbitrators may not conduct any class, consolidated, or representative proceeding, and are limited to providing relief warranted by an individual party’s claim.
Choice of Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions
Language. If these T&C are translated into any other language, it will be for information purposes only and the English language will prevail in the event of any conflict between the translated version and the English-language version.
Amendments. Gracia reserves the right to unilaterally amend any element of this contract. It is your right to refuse the amendment and cancel these T&C without cost, penalty, or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in Gracia’s obligations.
Entire Agreement. These T&C set forth the entire agreement between the User and Gracia and supersede all other written or oral agreements. If any provision of these T&C is held invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity, without invalidating the remaining provisions of these T&C.
No Assignment. These T&C, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction.
No Other Limitations. Nothing herein shall be construed to limit or prevent either party's abilities to conduct their respective business with respect to matters not specifically addressed under these T&C.
Choice of Language. The parties have elected that these T&C and any related documents be drafted in English.
If you have any questions or complaints regarding these T&C or the Platform, please contact us at support@gracia.ai.
Acceptable Use Policy
BY USING OUR WEBSITE AND DESKTOP APPLICATION YOU AGREE TO THIS POLICY – PLEASE READ IT CAREFULLY
This Policy applies to your use of Gracia and all Content on Gracia and forms part of your agreement with us. This Policy sets out what is and is not permitted on Gracia.
In this Policy, defined terms have the same meanings as in our Terms of Service.
1. Do not use Gracia except for your own personal use and do not sell, rent, transfer, or share your account or any Content obtained from your use of Gracia to or with anyone else.
2. Only use Gracia in a manner and for a purpose that is lawful.
3. Do not upload, post, display, or publish Content on Gracia that is illegal, fraudulent, defamatory, hateful, discriminatory, threatening or harassing, or which encourages or promotes violence or any illegal activity.
4. Do not use Gracia in any way which may exploit, harm, or attempt to exploit or harm any individual under 18 years old, for example by exposing them to inappropriate Content.
5. Do not upload, post, display, or publish Content on Gracia that:
1. shows, includes or refers to:
1. any individual under 18 years old (or which refers to individuals under 18 years old generally); or
2. any other individual unless you have written documentation which confirms that all individuals shown or included or referred to in your Content are at least 18 years old, and you have a written consent from each individual to use their name or images (or both) in the Content;
2. shows, promotes, advertises or refers to:
1. firearms, weapons, or any goods whose sale, possession or use is subject to prohibitions or restrictions;
2. drugs or drug paraphernalia;
3. self-harm or suicide;
4. incest;
5. bestiality;
6. violence, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, extreme fisting, or genital mutilation;
7. necrophilia;
8. urine, scatological, or excrement-related material;
9. "revenge porn" (being any sexually explicit material featuring any individual who has not given prior, express and fully informed consent to that material (a) being taken, captured, or otherwise memorialized, or (b) being posted and shared on Gracia);
10. escort services, sex trafficking, or prostitution;
3. contains unsolicited sexual content or unsolicited language that sexually objectifies another User or anyone else in a non-consensual way, or contains fake or manipulated sexual content in relation to another User or anyone else (including "deepfakes");
4. contains, promotes, advertises or refers to hate speech (being Content intended to vilify, humiliate, dehumanize, exclude, attack, threaten, or incite hatred, fear of, or violence against, a group or individual based on race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity or expression, sexual orientation, age, disability, serious disease, veteran status, or any other protected characteristic);
5. contains or refers to anyone else's personal data or private or confidential information (for example, telephone numbers, location information (including street addresses and GPS coordinates), names, identity documents, email addresses, log-in credentials for Gracia including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records) without that person's express written consent;
6. either:
1. in the case of Content featuring public nudity, was recorded in or is being broadcast from a country, State or province where public nudity is illegal; or
2. in the case of Content featuring sexual activities, was recorded in or is being broadcast from a public place where members of the public are reasonably likely to see the activities being performed (this does not include outdoor places where members of the public are not present, for example private property such as a private backyard, or secluded areas in nature where members of the public are not present).
7. gives the impression that it comes from or is approved, licensed or endorsed by us or any other person or company;
8. causes or is calculated to cause inconvenience, or anxiety to anyone else or which is likely to upset, embarrass, or cause serious offence to anyone else;
9. is used or is intended to be used to extract money or another benefit from anyone else in exchange for removal of the Content; and/or
10. involves or promotes third-party commercial activities or sales, such as contests, sweepstakes and other sales promotions, product placements, advertising, or job posting or employment ads without our prior express consent.
6. Do not use Gracia to stalk, bully, abuse, harass, threaten or intimidate anyone else.
7. Do not use Gracia to engage in misleading or deceptive conduct, or conduct that is likely to mislead or deceive any other User.
8. Respect the intellectual property rights of Creators, including by not recording, reproducing, sharing, communicating to the public or otherwise distributing their Content without authorization.
9. Do not do anything that violates our or someone else's rights, including intellectual property rights (examples of which are copyright, trademarks, confidential information, and goodwill), personality rights, unfair competition, privacy, and data protection rights.
10. Do not impersonate us, one of our employees, another User, or any other person or company or falsely state or suggest any affiliation, endorsement, sponsorship between you and us or any other person or company.
11. Do not provide false account registration information or make unauthorized use of anyone else's information or Content.
12. Do not post or cause to be posted any Content which is spam, which has the intention or effect of artificially increasing any Creator's views or interactions, or which is otherwise inauthentic, repetitive, misleading or low quality.
13. Do not transmit, stream, or otherwise send any pre-recorded audio or video material during a live stream or otherwise attempt to pass off recorded material as a live stream.
14. Do not use other media or methods (for example the use of codewords or signals) to communicate anything which violates this Policy.
15. Do not reproduce, print, distribute, attempt to download, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content, except as permitted under the Terms of Service.
16. Do not knowingly introduce any viruses, trojans, worms, logic bombs or other material into Content which is or may be malicious or technologically harmful.
17. Do not decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of Gracia.
18. Do not use Gracia in a way that could adversely affect our systems or security or interfere with any other User’s use of Gracia, including their ability to engage in real-time activities through Gracia.
19. Do not use any automated program, tool or process (such as web crawlers, robots, bots, spiders, and automated scripts) to access Gracia or any server, network or system associated with Gracia, or to extract, scrape, collect, harvest or gather Content or information from Gracia.
20. Do not use Gracia' name, logo or any related or similar names, logos, product and service names, designs, or slogans other than in the limited ways which are expressly permitted in the Terms of Service or with our prior written agreement.
Breaches of this Policy may lead to your account being suspended or terminated, and access to your earnings being revoked, as set out in the Terms of Service.
BY USING OUR WEBSITE AND DESKTOP APPLICATION YOU AGREE TO THESE TERMS – PLEASE READ THEM CAREFULLY
1. Introduction: These Terms of Use for all Users govern your use of Gracia and your agreement with us.
2. Interpretation: In the Terms of Service:
1. we refer to our website as "**Gracia**", including when accessed via the URL [www.gracia.ai](http://www.gracia.ai) or via desktop application;
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**").
3. 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 support@gracia.ai. 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
1. 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.
2. 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.
3. 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.
4. 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.
5. 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 support@gracia.ai 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.
6. 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.
7. 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.
8. 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.
9. How do I delete my account? If you want to delete your Gracia account, write to support@gracia.ai.
1. The deletion of your account will take place within a reasonable time following your request.
10. 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.
11. 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.
12. 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.
13. 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 desktop application 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.
14. 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 support@gracia.ai 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.
15. Your Account:
1. Registration. In order to access the Platform as a User and to navigate through and buy Content, interact online with Creators, as well as to post and comment Content, you must first register by creating a User account. You will have to choose a username, which must be unique to you, not offensive to others, and not in violation of a third party’s intellectual property (such as copyright or trademark), as well as a password. Please note that Gracia reserves the right to decline any account registration, for any reason, at its sole discretion.
2. Confidentiality of Your Account. You agree and warrant that you will not share your account or login information, let anyone else access your account, or do anything else that might jeopardize the security of your account. In the event that you become aware of, or reasonably suspect, any security breach, including, without limitation, any loss, theft, or unauthorized access or disclosure of your login information, you must immediately notify us and modify your login information. You are solely responsible for maintaining the confidentiality of your login information and you will be responsible for all uses of your login information, whether or not authorized by you. You will be liable for any losses incurred by us due to the unauthorized use of your account. We are not liable for your losses caused by any unauthorized use of your account and you hereby specifically waive any such claim and agree to defend, hold harmless, and indemnify Gracia against any such claims made against it by third parties. In brief, you are responsible for anything that happens through your account.
3. Content Uploaded on Your Account. You are solely responsible for all Content Uploaded via your account, including any personalization made to your profile and any posting on your wall. You must evaluate and bear all risks associated with your use of the Platform and your Content. You agree and represent to only Upload Content that you are authorized to Upload. Furthermore, any Content Uploaded onto the Platform shall also be compliant with these T&C; thus, you agree and represent to only Upload Content in compliance with these T&C. You will not Upload Content that could be deemed illegal, involving minors, or simply not allowed by us, including any content in violation of these T&C. Further, you agree not to Upload Content that violates any third party's intellectual property rights or that violates another individual's privacy. This includes, but is not limited to, copyrighted background music and/or video content appearing in Uploaded Content – any and all music or videos used in Content must either be royalty-free or User must ensure that proper applicable royalties have been paid. You must have obtained the express consent of anyone pictured or depicted in the Content you Upload and you hereby expressly represent and warrant that you have obtained such consent. We reserve the undisputed right to remove any non-compliant Uploaded Content at any time, without prior notice to you. You understand and agree that your profile and your Uploaded Content may be visible or searchable by other Uploaders or Users of the Platform (including any participation in the chat) through the Platform itself. Further, you understand and agree that your profile and your Uploaded Content may be searchable by third-party publicly available search engines or Internet archives; should you wish to have some or all of your profile and/or Content removed from the publicly available search engines, it is your sole responsibility to do so and to file such removal requests with the concerned search engine(s) operator(s). In an ongoing effort to protect minors and prevent the upload of illegal Content, Gracia retains the right to regularly scan any and all Content uploaded on the Gracia Platform for the presence of minors. Any Content deemed to include minors will be removed immediately and reported to the appropriate authorities and the User will be banned from using the Platform.
4. License to Your Content. **We do not claim ownership of your content, but you grant us a licence to use it.** Nothing is changing about your rights in your content. We do not claim ownership of your content that you post on or through the Platform and you are free to share your content with anyone else, wherever you choose. However, we need certain legal permissions from you (known as a "licence") to provide the Platform. When you share, post or upload content that is covered by intellectual property rights (such as photos or videos) on or in connection with our Platform, you hereby grant to us a non-exclusive, royalty-free, transferable, sublicensable, worldwide licence to host, use, distribute, modify, run, copy, publicly perform or display, translate and create derivative works of your content (consistent with your privacy and application settings). This licence will end when your content is deleted from our systems. You hereby grant Gracia and its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your Content in connection with the operation of the Platform and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later.
5. Account Photo. You agree and understand that your account profile photo, image or avatar must be safe and acceptable to a public audience and shall not include sexually explicit content, such as full or partial nudity, simulated or any other sexual acts. If you choose to use a photo that is not acceptable to a public audience, Gracia may remove such photo. Repeat infringement may result in the termination of your account in accordance with these T&C.
6. Linking Your Account to Social Media. The Platform may allow you the future to link your account to or to post on various third-party social media or social-networking sites (“Third-Party Sites”). If you choose to do so, you agree and acknowledge to bear all risks that could result from such linking. By linking your account or by posting Content to Third-Party Sites, you hereby understand and acknowledge that Gracia has no control whatsoever on such Third-Party Sites and that it is your sole responsibility to ensure that you understand, agree, and comply with such Third-Party Sites’ terms and conditions.
7. Closing Your Account. If you decide to close your account, which you can do at any time, all of your Content will be removed, except as provided below. If you delete your account, or if you remove Content from your account, such Content will no longer appear on the Platform. As for the membership granted by an uploader to any User, such membership will terminate once it expires and all Content related thereto will be removed. Users acknowledge that deactivated accounts are kept for analytical and legal purposes. The account will not longer be visible to anyone. Users wishing to have their accounts removed from the Gracia servers in their entirety must submit a specific request by contacting the Gracia support team at support**@**gracia.ai
8. Reporting of Pornography Involving Minors. Gracia is committed to cooperating with any law-enforcement agency investigating child pornography and to complying with any applicable law relating to the mandatory reporting of pornography involving minors. We request and encourage you to report any unlawful activities involving minors directly to us and to the authorities. Your report must include any appropriate evidence, including the identified Content, as well as the time and date of identification. All reports will be taken seriously and immediately investigated.
9. Notice of Copyright Infringement. We support the protection of the intellectual property rights of copyright holders and thus we will respond to notices of alleged copyright infringement.
16. Acceptable Use:
1. Prohibited Uses: You agree that you will only use Gracia for purposes expressly permitted and contemplated by these Terms. You may not use Gracia for any other purposes without our express prior written consent. Without our express prior written authorization, you will not:
- use Gracia in any way that is violative of any applicable law, regulation, or treaty of any applicable governmental body, including but not limited to: (a) laws prohibiting sex trafficking and promotion or facilitation of prostitution; (b) intellectual property right laws protecting patents, copyrights, trademarks, trade secrets, and any other intellectual property right, including making, obtaining, distributing, or otherwise accessing illegal copies of copyrighted, trademarked, or patented content, deleting intellectual property right indications and notices, or otherwise manipulating identifiers in order to disguise the origin of content you post, share, or upload; (c) laws against obscene, lewd, defamatory, or libelous speech; and (d) laws protecting confidentiality, privacy rights, publicity rights, or data protection.
- download any content unless a “download” or similar button is displayed in relation to that content.
- use ad-blocking software while using Gracia.
- fail to comply with orders, judgments, or mandates from courts of competent jurisdiction.
- access Gracia if you are, or are required to be, a registered sex offender in any jurisdiction.
- post, upload, or share content that is harmful, inaccurate, threatening, abusive, vulgar, violent, indecent, harassing, menacing, scandalous, inflammatory, blasphemous, racially or ethnically offensive, likely to cause annoyance, intimidation, alarm, embarrassment, distress, discomfort, or inconvenience, otherwise objectionable, or any content that, in the Company’s sole discretion, is otherwise inappropriate.
- post, upload, or share content that is considered harmful, threatening, abusive or offensive by the reasonable man/person to an objective standard. “Reasonable” in this context and “man” as a legal term considers the views and morality as set by the majority of Creators or users of all genders within the community and not the reasonable bystander in the street. Usual use may incorporate items and content of which some users may find offensive or objectionable, but that is not illegal in the jurisdiction of the Creator. Harmful content would be considered items that do not comply with residing law enforcement, cause undue distress to persons represented in the content or shared without their consent.
- post, upload, or share any content containing hate speech, including any content (including stereotypes and symbols) posted to Gracia with the intent to vilify, humiliate, dehumanize, or incite hatred or fear against a group or individual based upon race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity and expression, sexual orientation, age, disability, serious disease, or veteran status (“Protected Class(es)”), statements of inferiority or calls for exclusion or segregation based on Protected Class, and any deliberately false material that causes harm to a Protected Class; but excluding self-referential or empowering uses with no intent to vilify, humiliate, or incite hatred or fear against a group or individual based on these categories.
- post, upload, or share content that depicts, advertises, promotes, encourages, facilitates, or solicits (real, simulated, or implied) (i) sexual activity involving minors; (ii) incest; (iii) bestiality; (iv) violence, kidnapping, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, weapons (unless obviously fake), asphyxiation, extreme fisting, or genital mutilation; (v) necrophilia; (vi) Consumption of urine; (vii) blood, scatological, vomit, or excrement-related content; (viii) age-play or suggestion of underage participants, (ix) illegal prostitution or human trafficking, whether explicitly or by use of any slang, acronyms, or abbreviations; (x) “revenge porn” defined as any content containing any individual who has not consented to that content (a) being taken, captured, or otherwise memorialized, or (b) being posted, uploaded, or shared on Gracia; (xi) illegal or illicit drugs; (xii) suicide or self-harm; (xiii) any other illegal behavior or behavior that may be considered obscene under applicable law.
- post, upload, or share content that advertises or solicits the sale or purchase of used articles of clothing.
- post, upload, or share content depicting any person under eighteen (18) years old.
- post, upload, or share content depicting any person without inspecting and maintaining written documentation sufficient to confirm that all subjects of your submissions are in fact eighteen (18) years of age or older, including a written consent or release of each identifiable person in the submission to use their name or likeness and to enable inclusion and use of the submission in the manner contemplated by the Company.
- post, upload, or share content with the intent to extort money or other benefit from a third party in exchange for removal of the content.
- post, upload, or share any content that utilizes or promotes a sweepstake, lottery, or other regulated gaming or sales promotion tactic;
- post, upload, or share any employment ads or content which violates anti-discrimination laws.
- sell or purchase used or soiled clothing items.
- post, upload, share, or collect the telephone numbers, street addresses, last names, email addresses, URLs, geographic location, or any other personal information about users or third parties without their consent, or, except as expressly authorized in these Terms, use the materials on Gracia for any commercial use.
- impersonate another individual or entity, whether actual or fictitious, without consent, falsely claim an affiliation with any individual or entity; access or attempt to access the accounts of others without permission; misrepresent the source, identity, or content of information transmitted on or through Gracia; or perform any other similar fraudulent activity.
- send unsolicited sexual content to another User or otherwise engage in nonconsensual sexual objectification of another User.
- use emojis, GIFs, or other media to communicate any activity that violates these Terms.
- engage in antisocial, disruptive, or destructive behavior, including “bombing,” “flaming,” “spamming,” “flooding,” “trolling,” and “griefing” as those terms are commonly understood and used on the Internet, or engage in any other behavior that serves no purpose other than to harass, annoy, or offend Users.
- engage in platform manipulation, including utilizing bots or other fraudulent means to artificially drive traffic to or inauthentically generate engagements with your account, or your content.
- circumvent, disable, damage, intentionally misuse, or otherwise interfere with the operations of the Company, any User’s enjoyment of Gracia, or any security-related features that prevents, limits, or restricts the use or copying of any materials or that enforces limitations on the use of Gracia, by any means, including posting, linking to, uploading, or otherwise disseminating viruses, adware, spyware, malware, logic bombs, Trojan horses, worms, harmful components, corrupted data, or other malicious codes, files, or programs designed to interrupt, destroy, limit, or monitor the functionality of any computer software or hardware or any telecommunications equipment.
- reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, except and only if that activity is expressly permitted by applicable law despite this limitation.
- access or use any automated process (such as a robot, spider, scraper, or similar) to access Gracia in violation of our robot exclusion headers or to scrap all or a substantial part of Gracia (other than in connection with bona fide search engine indexing or as the Company may otherwise expressly permit).
- modify, adapt, translate, or create derivative works based on Gracia or any part thereof, except and only if applicable law expressly permits that activity despite this limitation.
- commercially exploit or make available Gracia to third parties including any action or attempt to “frame” or “mirror” Gracia.
- take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it.
- attempt to do any of the acts described in this section or assist or permit any person in engaging in any of the acts described in this section.
2. Violations of prohibited Uses. Engaging in any prohibited use will be considered a breach of these Terms and may result in immediate suspension or termination of your account without notice, in our sole discretion. We may pursue any legal remedies or other appropriate actions against **you** if you engage in any of the above prohibited uses or any unauthorized use of Gracia, including civil, criminal, or injunctive relief, and cancellation of your account. Any unauthorized use of Gracia or our computer systems violates these Terms and certain international, foreign, and domestic laws.
3. Additional prohibited uses for Creators. Creators must act in the best interests of the Company at all times, whether on Gracia, on third-party websites, or offline. If you are a Creator and violate these additional prohibited uses for Creators or any other provision of these Terms, we may delete your account and/or permanently ban you from Gracia. If you are a Creator, you will not, without our express prior written authorization:
- attempt to defraud the Company or our Users.
- attempt to fraudulently pass off recorded content as a live stream.
- fail to honor any lawful representation made to Fans in furtherance of selling your content.
- record or broadcast nudity or sexual activity from any public place where members of the public are reasonably likely to see your content.
- release the personal information of any other User of Gracia or third party without that person’s consent.
- harass, disparage, defame, or otherwise interfere with the Company or our users, nor misrepresent or make any false or misleading statements about the Company.
4. Reporting violative content and activities. If you are aware of any content on Gracia or any User engaging in activities that violate these Terms, please email us at support@gracia.ai with as much detail as possible, including a link or the location where we may find them, the username of the individual engaging in suspicious activities, the date and time of identification, the reason we should remove the objectionable content or investigate the activities, and a statement certifying the accuracy of the information you provided to us. If you are a Creator, you must report all violative content and suspicious activity to us. We may consider you complicit in any violative activity to which you were knowledgeable of suspicious activity but failed to report it.
5. Law Enforcement. We will fully cooperate with law enforcement authorities or orders from courts of competent jurisdiction, requesting or directing us to disclose the identity or location of any User in breach of these Terms, in accordance with our privacy policies, subpoena compliance policies, and applicable law or regulation. If your activity results in the Company receiving a subpoena, discovery request, production order, or court order that causes the Company to incur expenses, court costs, or legal fees for compliance, you agree to reimburse us for any such expenses, costs or legal fees upon our request.
17. Term and termination:
1. These T&C shall be effective as of the date you start to use the Platform and remain in effect as long as you use the Platform. You can choose to close your account at any time, at your sole discretion.
2. Gracia reserves the right to terminate these T&C and your account, at any time, on sixty (60) days’ notice (unless you have defaulted on one of your obligations, in which case termination may be immediate). Should Gracia terminate your account, all of the Content that was accessible on it may be removed.
3. Notwithstanding anything to the contrary, all rights granted by User to Gracia during the term of these T&C shall survive the termination of these T&C by either party.
18. Confidential information:
1. Confidentiality. During the term of these T&C and for a period of ten (10) years after the termination thereof, each party shall preserve and protect confidentiality of any proprietary information, and all physical and digital forms thereof, that has been disclosed by one party to the other party during the term of these T&C. Proprietary information of Gracia includes, but is not limited to, the following aspects of Gracia: its Platform, software, employees, customers, affiliates, and service providers, intellectual property, functions, features, options, preferences, programming code, style, colours, layouts, “look and feel”, costs, profitability, statistics, data, and any other information in any way related to Gracia, or how Gracia conducts business. Gracia reserves its right to claim all damages caused by User’s breach of duties.
2. Non-circumvention. During the term of these T&C and for a period of three (3) years after the termination thereof, User agrees that neither User nor any person under control or authority of User shall, directly or indirectly, circumvent or attempt to circumvent Gracia to form or attempt to form any business relationship with any of Gracia's employees, affiliates, or sub-licensees, or that harms, injures, or diminishes Gracia and/or the benefits that Gracia might reasonably expect to enjoy pursuant to the rights granted to Gracia in these T&C.
Miscellaneous
Notices. User may serve official notices to Gracia by sending an e-mail to: support@gracia.ai. Gracia may serve official notices to User by sending an e-mail to the e-mail address on the User's account. All notices shall be legally binding upon receipt.
Arbitration: Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by binding arbitration in Los Angeles County, California, using the English language in accordance with the Streamlined Arbitration Rules and Procedures of Gracia ai, Inc. then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of Gracia arbitrators in accordance with the Streamlined Arbitration Rules and Procedures. Judgment on any arbitral award may be entered in a court having jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Los Angeles County, California. The prevailing party in any action or proceeding arising out of this Agreement will be entitled to an award of costs and attorneys’ fees. To the fullest extent permitted by law, the parties agree that all claims against one another can only be brought in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or other representative proceeding. The parties agree that arbitrators may not conduct any class, consolidated, or representative proceeding, and are limited to providing relief warranted by an individual party’s claim.
Choice of Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, without resort to its conflict of law provisions
Language. If these T&C are translated into any other language, it will be for information purposes only and the English language will prevail in the event of any conflict between the translated version and the English-language version.
Amendments. Gracia reserves the right to unilaterally amend any element of this contract. It is your right to refuse the amendment and cancel these T&C without cost, penalty, or cancellation indemnity by sending us a notice to that effect no later than thirty (30) days after the amendment comes into force, if the amendment entails an increase in your obligations or a reduction in Gracia’s obligations.
Entire Agreement. These T&C set forth the entire agreement between the User and Gracia and supersede all other written or oral agreements. If any provision of these T&C is held invalid under applicable law, such provision shall be ineffective only to the extent of such invalidity, without invalidating the remaining provisions of these T&C.
No Assignment. These T&C, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by us without restriction.
No Other Limitations. Nothing herein shall be construed to limit or prevent either party's abilities to conduct their respective business with respect to matters not specifically addressed under these T&C.
Choice of Language. The parties have elected that these T&C and any related documents be drafted in English.
If you have any questions or complaints regarding these T&C or the Platform, please contact us at support@gracia.ai.
Acceptable Use Policy
BY USING OUR WEBSITE AND DESKTOP APPLICATION YOU AGREE TO THIS POLICY – PLEASE READ IT CAREFULLY
This Policy applies to your use of Gracia and all Content on Gracia and forms part of your agreement with us. This Policy sets out what is and is not permitted on Gracia.
In this Policy, defined terms have the same meanings as in our Terms of Service.
1. Do not use Gracia except for your own personal use and do not sell, rent, transfer, or share your account or any Content obtained from your use of Gracia to or with anyone else.
2. Only use Gracia in a manner and for a purpose that is lawful.
3. Do not upload, post, display, or publish Content on Gracia that is illegal, fraudulent, defamatory, hateful, discriminatory, threatening or harassing, or which encourages or promotes violence or any illegal activity.
4. Do not use Gracia in any way which may exploit, harm, or attempt to exploit or harm any individual under 18 years old, for example by exposing them to inappropriate Content.
5. Do not upload, post, display, or publish Content on Gracia that:
1. shows, includes or refers to:
1. any individual under 18 years old (or which refers to individuals under 18 years old generally); or
2. any other individual unless you have written documentation which confirms that all individuals shown or included or referred to in your Content are at least 18 years old, and you have a written consent from each individual to use their name or images (or both) in the Content;
2. shows, promotes, advertises or refers to:
1. firearms, weapons, or any goods whose sale, possession or use is subject to prohibitions or restrictions;
2. drugs or drug paraphernalia;
3. self-harm or suicide;
4. incest;
5. bestiality;
6. violence, rape, lack of consent, hypnosis, intoxication, sexual assault, torture, sadomasochistic abuse or hardcore bondage, extreme fisting, or genital mutilation;
7. necrophilia;
8. urine, scatological, or excrement-related material;
9. "revenge porn" (being any sexually explicit material featuring any individual who has not given prior, express and fully informed consent to that material (a) being taken, captured, or otherwise memorialized, or (b) being posted and shared on Gracia);
10. escort services, sex trafficking, or prostitution;
3. contains unsolicited sexual content or unsolicited language that sexually objectifies another User or anyone else in a non-consensual way, or contains fake or manipulated sexual content in relation to another User or anyone else (including "deepfakes");
4. contains, promotes, advertises or refers to hate speech (being Content intended to vilify, humiliate, dehumanize, exclude, attack, threaten, or incite hatred, fear of, or violence against, a group or individual based on race, ethnicity, national origin, immigration status, caste, religion, sex, gender identity or expression, sexual orientation, age, disability, serious disease, veteran status, or any other protected characteristic);
5. contains or refers to anyone else's personal data or private or confidential information (for example, telephone numbers, location information (including street addresses and GPS coordinates), names, identity documents, email addresses, log-in credentials for Gracia including passwords and security questions, financial information including bank account and credit card details, biometric data, and medical records) without that person's express written consent;
6. either:
1. in the case of Content featuring public nudity, was recorded in or is being broadcast from a country, State or province where public nudity is illegal; or
2. in the case of Content featuring sexual activities, was recorded in or is being broadcast from a public place where members of the public are reasonably likely to see the activities being performed (this does not include outdoor places where members of the public are not present, for example private property such as a private backyard, or secluded areas in nature where members of the public are not present).
7. gives the impression that it comes from or is approved, licensed or endorsed by us or any other person or company;
8. causes or is calculated to cause inconvenience, or anxiety to anyone else or which is likely to upset, embarrass, or cause serious offence to anyone else;
9. is used or is intended to be used to extract money or another benefit from anyone else in exchange for removal of the Content; and/or
10. involves or promotes third-party commercial activities or sales, such as contests, sweepstakes and other sales promotions, product placements, advertising, or job posting or employment ads without our prior express consent.
6. Do not use Gracia to stalk, bully, abuse, harass, threaten or intimidate anyone else.
7. Do not use Gracia to engage in misleading or deceptive conduct, or conduct that is likely to mislead or deceive any other User.
8. Respect the intellectual property rights of Creators, including by not recording, reproducing, sharing, communicating to the public or otherwise distributing their Content without authorization.
9. Do not do anything that violates our or someone else's rights, including intellectual property rights (examples of which are copyright, trademarks, confidential information, and goodwill), personality rights, unfair competition, privacy, and data protection rights.
10. Do not impersonate us, one of our employees, another User, or any other person or company or falsely state or suggest any affiliation, endorsement, sponsorship between you and us or any other person or company.
11. Do not provide false account registration information or make unauthorized use of anyone else's information or Content.
12. Do not post or cause to be posted any Content which is spam, which has the intention or effect of artificially increasing any Creator's views or interactions, or which is otherwise inauthentic, repetitive, misleading or low quality.
13. Do not transmit, stream, or otherwise send any pre-recorded audio or video material during a live stream or otherwise attempt to pass off recorded material as a live stream.
14. Do not use other media or methods (for example the use of codewords or signals) to communicate anything which violates this Policy.
15. Do not reproduce, print, distribute, attempt to download, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any Content, except as permitted under the Terms of Service.
16. Do not knowingly introduce any viruses, trojans, worms, logic bombs or other material into Content which is or may be malicious or technologically harmful.
17. Do not decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of Gracia.
18. Do not use Gracia in a way that could adversely affect our systems or security or interfere with any other User’s use of Gracia, including their ability to engage in real-time activities through Gracia.
19. Do not use any automated program, tool or process (such as web crawlers, robots, bots, spiders, and automated scripts) to access Gracia or any server, network or system associated with Gracia, or to extract, scrape, collect, harvest or gather Content or information from Gracia.
20. Do not use Gracia' name, logo or any related or similar names, logos, product and service names, designs, or slogans other than in the limited ways which are expressly permitted in the Terms of Service or with our prior written agreement.
Breaches of this Policy may lead to your account being suspended or terminated, and access to your earnings being revoked, as set out in the Terms of Service.