Introduction
Welcome to Gramercy Consultants, LLC ("Gramercy Tech," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our products and services, including but not limited to the Eventfinity platform ("Platform"), websites, applications, and any other services offered by Gramercy Tech (collectively, the "Services").
These Terms constitute a legally binding agreement between you and Gramercy Tech. Your use of the Services is also subject to our Privacy Policy, which explains how we collect, use, and disclose information about you. By using the Services, you consent to our collection, use, and disclosure of your information as described in the Privacy Policy.
Gramercy Tech reserves the right to modify or update these Terms at any time without prior notice. Any changes to these Terms will be effective immediately upon posting. Your continued use of the Services after any such modifications constitutes your acceptance of the revised Terms. It is your responsibility to review the Terms periodically for changes.
Unless specifically outlined and agreed upon in a Master Service Agreement (MSA) or Statement of Work (SOW), the terms set forth in this document govern your use of our Services. Where provisions of a mutually executed MSA or SOW expressly override or contradict any part of these terms, the stipulations of the MSA or SOW will take precedence.
By accessing or using our Services, you agree to comply with and be bound by these Terms.
PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Your Account
Your Account
1.1. You are solely responsible for the activity that occurs in your Account, and you must always keep your Account username and password secure. You must notify us immediately of any unauthorized use of your Account.
1.2. You hereby represent and warrant that any and all information you provide us in connection with creating and maintaining your Account, including but not limited to information concerning your name, address, credit card number, or payment service account identification, shall at all times be true, complete and correct, and that you will update all information if and as it changes from time to time. You may never use another person’s Account, credentials, and/or information on any Gramercy Tech Services without our written permission.
1.3. The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.
1.4. If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms. In that case, "you" and "your" will refer to that entity.
1.5. You hereby undertake and agree to:
1.5.1. Fully comply with all applicable laws and any other contractual terms which govern your use of the Services (and any related interaction or transaction), including those specific laws applicable to you and/or your End Users (as defined below) in any of your geographical locations including, without limitation, any applicable privacy, data protection and anti-spam laws. Further, you hereby acknowledge and agree that Gramercy Tech does not provide any legal advice or any recommendation with respect to any laws or requirements, applicable to your, and/or your End Users’, use of the Services, and compliance therewith. For purposes of this Agreement “End Users” shall mean your employees, contractors, partners, as well as event(s) Registrants (as defined below), speakers and/or sponsors, which were granted access to the Platform by you;
1.5.2. Be solely and fully responsible and liable with respect to any of the uses, including by End Users, of the Services which occur under your Account and for any content uploaded, provided, imported, and/or copied, by you, for you, and/or by, or for, any or all of your End Users, to your Account (“Your Account Content”) (including for any consequences of accessing, using or publishing Your Account Content on, or through, the Services);
1.6. You represent and warrant that:
1.6.1. Your Account Content is (and shall continue to be) true, current, accurate, non-infringing upon any third-party rights, and in no way unlawful for you to upload, import, copy, possess, post, transmit, display or otherwise use, in the country in which you or your End Users reside, or for Gramercy Tech and/or your End Users to access, import, copy, upload, use or possess in connection with the Services;
1.6.2. You have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission, and publication of any personal information, including Personal Data (as defined below), and/or image or likeness of any person, entity or property which is part of Your Account Content, and you will adhere to all restrictions to such consents and permissions, as well as to all laws applicable thereto.
2. Payment Terms and Refunds
2.1. ALL PURCHASES ARE FINAL. Gramercy Tech does not provide refunds for any services or products purchased through our Service. By making a purchase with us, you agree that you will not seek, request, or claim a refund for any reason.
The Single-Event Service is billed in advance, and is non-refundable.
The Multi-Event Service is billed on a monthly basis in advance, and is non- refundable. There will be no refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open Account.
2.2. The Single-Event Service is billed in advance, and is non-refundable.
2.3. The Multi-Event Service is billed on a monthly basis in advance, and is non- refundable. There will be no refunds or credits for setup fees, partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open Account.
2.4. ALL PURCHASES ARE FINAL. Gramercy Tech does not provide refunds for any services or products purchased through our Service. By making a purchase with us, you agree that you will not seek, request, or claim a refund for any reason.
2.4.1. Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.
2.4.2. You can cancel your subscription at any time by logging into your account. Your cancellation will take effect at the end of the current paid term.
2.5. Fee Changes.
2.5.1. We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.
2.6. Refunds and Cancellations for Registrants.
2.6.1. Regardless of what payment method is selected or agreed upon in the applicable MSA or scope of work, it is your responsibility to communicate your refund policy to Registrants and to issue refunds to Registrants via the payment method you have selected.
2.6.2. You shall ensure that your refund policy is consistent with this Agreement and with the refund mechanics of your selected Payment Processor. The Registrant will receive the funds in accordance with the Payment Processor policies and practices.
2.6.3. All communications or disputes regarding refunds are between you and the Registrants, and Gramercy Tech will not be responsible or liable for refunds, errors in issuing refunds, or lack of refunds.
3. Permission to Use
3.1. Under these Terms, we grant you a personal, revocable, non-exclusive, non- licensable, non-assignable, and non-transferable right to utilize the Services for events you organize or oversee in partnership with us.
3.2. We offer a range of Apps for accessing the Service on a mobile device. Your mobile device needs to be compatible with our Mobile Service to utilize these Apps. However, we do not warrant that our downloadable applications will be compatible with your mobile device.
4. Restrictions
You are prohibited from, either directly or through a third party, engaging in actions
such as:
4.1. Licensing, sublicensing, distributing, assigning, publishing, transferring, selling, leasing, or renting the Services, or making them available through any form of time-sharing, service bureau, or cloud-based technologies to others;
4.2. Dismantling, reverse engineering, decompiling, or in any other way trying to access the Services' source code, object code, or foundational ideas, including any relevant documentation or data;
4.3. Copying, altering, enhancing, or creating derivative works for competitive analysis, to develop competing services, or for any purpose that disadvantages Gramercy Tech commercially;
4.4. Conducting or attempting any performance or penetration tests on the Services;
4.5. Bypassing, disabling, or interfering with any security features of the Services, or any features that restrict content use or enforce usage limitations;
4.6. Erasing, modifying, or concealing any proprietary notices or identifications, such as copyright, trademark, patent, or other intellectual property markers present on or through the Services;
4.7. Utilizing the Services' communication systems for unauthorized or
unsolicited commercial messages;
4.8. Using the Gramercy Tech name, product names, logos, or trademarks without explicit written permission from us;
4.9. Utilizing the Services in a manner that violates laws or regulations, infringes on intellectual property rights, is used for unlawful, harmful, reckless, or inappropriate purposes, or in any way exceeds the scope of rights granted by this Agreement or breaches its terms.
5. Your Content
5.1. All materials and contributions made from your account, including messages,
5.2. Ownership: You affirm ownership of all rights to Your Content, encompassing designs, images, videos, audio, fonts, logos, code, illustrations, artworks, interfaces, subdomain names, text, and any other creations. You possess (and will continue to possess) the necessary authority, licenses, and permissions to use, share, modify, and license Your Content, both independently and through us, including any associated weblinks and online services.
5.3. As the account holder, you maintain control over Your Content, including the ability to edit or delete any part of it.
5.4. License: In accordance with our Privacy Policy, you grant us a global, revocable, non-exclusive, royalty-free license to handle, reproduce, distribute, and showcase Your Content, along with any related Intellectual Property Rights, solely to deliver the Service to you. "Intellectual Property Rights" include all rights, titles, and interests in copyrightable materials and other content subject to intellectual property protections under applicable laws, such as artwork, graphics, code, applications, media, designs, documentation, and trademarks, whether or not they are capable of being registered.
5.5. Prohibited Content: We hold the sole discretion to decide if Your Content will be published and reserve the right, without obligation, to review, censor, edit, or remove Your Content at any time without notice if we deem it to be Prohibited Content. You are solely responsible for Your Content and its implications. Prohibited Content includes anything that is deceptive, violates privacy or copyright laws, poses safety or health risks, impersonates others, promotes illegal activities, is defamatory, obscene, hateful, or otherwise objectionable or illegal.
5.6. Disclosure: We reserve the right to access, read, preserve and disclose any of Your Content or any other information that we obtain in connection with the Services as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request; (ii) enforce this Agreement, including investigation of potential violations of it; (iii) detect, prevent or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of Gramercy Tech, our users or the public.
6. User Submissions
6.1. Certain Services may enable you and your End Users to host, share, post, and publish content. This content will be known as "User Submissions," distinct from the content associated with Your Account. User Submissions can be uploaded to the Platform and may become publicly accessible.
6.2. It is important to recognize that the creator of each User Submission holds sole responsibility for its content. We are not liable for any User Submission, regardless of whether it is published, and we cannot ensure the confidentiality of any User Submissions.
6.2. Included in User Submissions are messages that you exchange with third- party sources or other End Users via the Platform. This encompasses emails, direct push notifications, group messages, or any other type of messaging ("Messages"). You bear full responsibility for your Messages and the outcomes of transmitting them. It is acknowledged that we might employ third-party tools or services to help deliver Messages to the intended recipients and may restrict the volume of Messages you can send on the Platform. The number of email Messages sent using the Services must not surpass ten times the number of registrations specified in the relevant Order Form.
7. Use of Gramercy Tech Content
7.1. The Services, along with all the content provided by Gramercy Tech, such as text, documents, graphics, photos, videos, and interactive features ("Materials"), and the trademarks, service marks, and logos of Gramercy Tech ("Marks"), are owned by Gramercy Tech or its licensors. They are protected by relevant copyright and intellectual property laws. Any other trademarks found on the Services belong to their respective owners.
7.2. We may grant you the right to utilize a subdomain within the Platform. These subdomains remain the property of Gramercy Tech, and we reserve the right to revoke your usage rights for any breach of this Agreement, including misuse of content.
7.3. The content from Gramercy Tech is offered to you "as is" for your use under this Agreement and cannot be reproduced or utilized in any form without our express permission. Changes to the Gramercy Tech Content may occur at any time without notice.
8. Mobile Application License
8.1. User License
8.1.1. If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.
8.2. Apple and Android Devices
8.2.1. The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Services: (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor's terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) you are not located in a country that is subject to a US government embargo, or that has been designated by the US government as a "terrorist supporting" country and (i) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VolP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Legal Terms against you as a third-party beneficiary thereof.
9. Third-Party Services and Content
9.1. Within our Service, Gramercy Tech might include links to websites or
applications managed by third parties.
9.2. We are not accountable for any actions or failures of these external parties. These links are provided solely for your ease and for informational purposes.
9.3. Gramercy Tech does not have any control over, nor does it manage, any content, software, products, or services that might be offered on these external websites or applications.
9.4. The presence of any external link on our service does not constitute an endorsement of that website, its content, or the organizations sponsoring it.
10. Gramercy Tech Professional Services
You may request professional services from us, such as integrations and customized services, which will be governed by a specific statement of work ("SOW") or Master Service Agreement (“MSA”). These services become part of the Services once an SOW or MSA is mutually agreed upon and executed.
11. Errors and Delays
Gramercy Tech is not responsible or liable for any errors, delays, or disruptions in our services that result from circumstances beyond our reasonable control. This encompasses events such as natural disasters, acts of war, strikes, governmental actions, network outages, and issues with third-party services or platforms.
12. Service Availability
12.1. Our goal is to ensure that our Services are accessible to you with minimal disruptions. We adhere to widely recognized industry standards to maintain the availability of our Services. However, the nature of online services means that we cannot guarantee our Services will be uninterrupted or free of errors at all times.
12.2. We are committed to deploying commercially reasonable efforts to limit any interruptions and to swiftly restore services if disruptions occur.
12.3. We also reserve the right to perform maintenance on our services, which may necessitate temporary downtime. We will endeavor to provide reasonable notice of any planned maintenance.
12.4. By using our Services, you agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
13. Data Privacy and Security
13.1. Gramercy Tech commits to managing the personal data and information of Registrants we collect (including, at a minimum, first name, last name, email, and other personal information as you may direct) or acquire through the Services, in line with applicable laws and our . By using our Services, you consent to our handling of such data and personal information as outlined in our Privacy Policy. You recognize and consent that Gramercy Tech may keep, utilize, and process personal information of Registrants, following our Privacy Policy, for the duration of this Agreement. Our privacy practices, as detailed in our Privacy Policy concerning the Services and your Personal Data, will be considered as conducted on your behalf. Gramercy Tech will not utilize any Personal Data collected for you in any of our marketing or promotional efforts.
13.2. Gramercy Tech will implement, maintain, and monitor a written data security program that contains appropriate administrative, technical, and organizational safeguards to support the security, confidentiality, and availability of Service Data. "Service Data" means, other than Aggregated Statistics, information, user submissions, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services. The security program shall be designed specifically to (1) ensure the security, integrity, availability, and confidentiality of Service Data, (2) protect against any anticipated threats or hazards to the security or integrity of Service Data, and (3) protect against the destruction, loss, unauthorized access to or alteration of Service Data.
14. Confidentiality
14.1. "Confidential Information" refers to any information shared by one party (the "Discloser") with the other (the "Recipient"), either verbally or in writing, that is explicitly marked as confidential or should be considered confidential based on the nature of the information and the context of its disclosure. This includes the terms of this Agreement, all Order Forms (including pricing), data transferred to Gramercy through its Services, business and marketing strategies, technological and technical details, product and service plans, and business procedures shared by either party. However, information is not deemed confidential if it (i) becomes publicly available through no fault of the Recipient, (ii) was already known to the Recipient before being shared by the Discloser, (iii) is obtained by the Recipient from a third party without breaching any confidentiality obligations, or (iv) is independently developed by the Recipient without using the Discloser's Confidential Information. It's important to note that Your Content is not considered Confidential Information under this definition.
14.2. The Recipient is obligated to protect the Confidential Information with at least the same level of care it uses for its own similar confidential information, but no less than reasonable care. The Recipient must not use the Discloser's Confidential Information for any purposes beyond those of this Agreement and, unless given written permission by the Discloser, must restrict access to the Confidential Information to those employees and contractors of its own and its affiliates who require it to fulfill this Agreement's obligations, provided they have agreed to similarly stringent confidentiality terms.
14.3. The Recipient may reveal Confidential Information if legally compelled, ensuring that the Discloser is notified in advance of such compelled disclosure whenever legally possible.
15. Limited Warranty and Disclaimers
15.1. GRAMERCY TECH REPRESENTS AND WARRANTS THAT FOR THE TERM OF THIS AGREEMENT THE SERVICES SHALL BE PROVIDED IN A COMPETENT AND WORKMANLIKE MANNER, FREE OF MATERIAL DEFECTS.
15.2. WE AND OUR AGENTS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SERVICES (INCLUDING THE GRAMERCY TECH CONTENT), OR THAT OUR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. WE DO NOT REPRESENT OR WARRANT THAT ALL ERRORS IN ANY SOFTWARE CAN BE REMEDIED, NOR DO WE ASSUME ANY RESPONSIBILITY FOR, AND MAKE NO WARRANTY OR REPRESENTATION AS TO, THE COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF THE SERVICES, OR CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SERVICE.
15.3. WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM YOUR, OR END USERS’, USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED.
15.4. TO THE EXTENT PERMITTED BY LAW, IF YOU HAVE A DISPUTE WITH ANY REGISTRANT OR OTHER SERVICE USER, YOU AGREE THAT WE ARE NOT LIABLE FOR ANY CLAIMS OR DAMAGES, INCLUDING INDEMNIFICATION, ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE OR SERVICE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
15.5. YOU ACKNOWLEDGE THAT WE DO NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY ADVERTISERS, THIRD PARTIES (INCLUDING EVENT PRODUCERS) OR OTHER USERS ON OR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY LICENSE TO US FROM THIRD PARTIES OR MATERIALS PROVIDED BY OTHER USERS.
15.6. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
15.7. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 15.1 ABOVE, AND ONLY TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED BY GRAMERCY TECH. WE DO NOT WARRANT THAT THE SERVICES WILL BE CONTINUOUS OR UNINTERRUPTED OR THAT IT THEY WILL MEET YOUR OR END USERS’ REQUIREMENTS.
16. Limitation of Liability
16.1. IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES. OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
17. Indemnification
17.1. You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) Your Content and User Submissions; (2) use of the Services; (3) breach of these Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services.
17.2. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
18. Term and Termination
18.1. It is your responsibility to terminate your Account.You must cancel your monthly subscription in your Account. Please note that cancellations made over the phone or to any email address will not be accepted. Upon canceling your account, all your Content and any applications you've published will be permanently deleted and cannot be restored.
18.2. If you choose to cancel your service before your current subscription month ends, the cancellation will be effective immediately, and you won't incur further charges.
18.3. We hold the authority to end your service access at our discretion, without prior notification, for any reasons such as violating these Terms of Service, not adhering to the conditions of any registered service, or infringing on the rights of other users or the law. You have the option to opt out of receiving future communications from us by sending a written notice to [insert email address], ensuring we receive it.
18.4. Furthermore, we may at any time, with or without notifying you, alter, suspend, or discontinue any aspect of our service, including the availability of any information, product, or content. We are not liable to you or any third party if we decide to change or terminate a service or part of it.
19. Governing Law and Dispute Resolution
19.1. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules, and the parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts in the County of New York for the resolution of any disputes or conflicts arising out of or related to this Agreement. The parties hereby irrevocably waive any right to a trial by jury.
19.2. You agree that you will not join claims by other users of the Services, seek to consolidate claims with other users, arbitrate claims as a representative or member of a class, or assert claims in a private attorney general capacity.
19.3. Should any dispute, claim, or controversy emerge from this Agreement, it will be settled through binding arbitration by a single arbitrator according to the current Commercial Arbitration Rules of the American Arbitration Association (AAA), unless these rules are in conflict with this provision, in which case this provision prevails. Courts with proper jurisdiction are expected to uphold this provision and execute judgments based on the arbitrator's decisions. The arbitrator will be chosen from the AAA's National Roster of Arbitrators within twenty business days of starting the arbitration, following the AAA's selection process. The parties must agree on arbitration procedures, including discovery limitations, within forty-five days from the start of arbitration, ensuring the process concludes and a decision is made within eight months of the arbitrator's selection. Should the parties not reach an agreement, the AAA will establish the procedures. Arbitrations will take place in New York, New York, applying New York State law for substantive issues, whereas the Federal Arbitration Act will govern the arbitration provision's interpretation and enforcement.
20. Force Majeure
We will not be responsible for failure or delay of performance of its obligations under these Terms, where such failure or delay results from any cause beyond such party’s reasonable control, including, without limitation, an act of war, hostility, or sabotage; act of God; earthquakes, floods, fires, epidemics, pandemics; electrical, internet, or telecommunication outage that is not caused by willful misconduct of the obligated party; or government regulations or restrictions.
21. General
21.1. YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
21.2. Gramercy Tech reserves the right, at its sole discretion, to modify, replace, change, update, upgrade, suspend, price change, or discontinue certain Services, provided such modification, replacement, change, suspension or discontinuation will not adversely alter your use of the Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
21.3. All legal notices required under these Terms must be delivered to Gramercy Tech via mail to the following address:
Gramercy Consultants, LLC
Attn: Legal Dept
1411 Broadway, 16th floor,
New York, NY 10018
If to you, the address for such notices shall be your address as listed with us. All legal notices hereunder are deemed delivered when received. A change of address for notice purposes may be made pursuant to the procedures set forth above.
