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Terms and Conditions of Use

Effective as of 30 October 2020

Hello, and welcome to the Grafa Terms and Conditions of Use (“Terms”). 

Please read these Terms, our Privacy Policy and any other terms referenced in this document carefully. 

1 Introduction

Thanks for choosing Grafa Pty Ltd ACN 630 729 145 (“Grafa,” “we,” “us,” “our”). 

Grafa provides financial education, news and video content as well as other products and services that may be developed into the future. By signing up or otherwise using any of these Grafa services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Grafa Service” or “Service”), or accessing any written, video or other content or material that is made available through the Service (the “Content”) you are entering into a binding contract with Grafa.

Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below (collectively, the “Agreements”). You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Grafa Service or access any Content.

2 Changes to the Agreements

Occasionally we may make changes to the Agreements for valid reasons, such as improving the existing functions or features or adding new functions or features to the Service, implementing advancements in science and technology, and reasonable technical adjustments to the Service, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When we make material changes to the Agreements, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by. 

3 Enjoying Grafa

Here’s some information about all the ways you can enjoy Grafa.

3.1 Service Options

You can find a description of our Service on our website, and we will explain which Service options are available to you when you create a Grafa account. Certain options are provided to you free-of-charge. Any Service option that does not require payment is currently referred to as the “Free Service.” Other options require payment before you can access them (“Paid Subscriptions”). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the Service. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.

The Service may not be available to all users. We will explain which service options are available to you when you are signing up for the Service. If you cancel your subscription to the Service, or if your subscription to the Service is interrupted (for example, if you change your payment details), you may not be able to re-subscribe for the Service. Note that the Service may be discontinued in the future, in which case you will no longer be charged for the Service.

If you have purchased or received a code, gift card, pre-paid offer or other offer provided or sold by or on behalf of Grafa for access to a Paid Subscription (“Code”), separate terms and conditions presented to you along with the Code may also apply to your access to the Service and you agree to comply with any such terms and conditions.

3.2 Trials

From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Grafa may determine your eligibility for a Trial and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.

For some Trials, we’ll require you to provide your payment details to start the Trial. By providing such details you agree that we may automatically begin charging you for the Paid Subscription on the first day following the end of the Trial on a recurring monthly basis or another interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL BY CLICKING HERE https://grafa.io/cancel IF YOU SIGNED UP FOR THE TRIAL THROUGH GRAFA. 

4 Payments and cancellations

4.1 Billing

You may purchase a Paid Subscription directly from Grafa by (1) paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or (2) pre-payment giving you access to the Grafa Service for a specific time period (“Pre-Paid Period”).

Grafa may change the price for the Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Grafa Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.

4.2 Renewal and cancellation

Unless your Paid Subscription has been purchased for a Pre-Paid Period, your payment to Grafa through which you purchased the Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period by clicking https://grafa.io/cancel if you purchased the Paid Subscription through Grafa. The cancellation will take effect the day after the last day of the current subscription period. If you cancel your payment or Paid Subscription and/or terminate any of the Agreements before the end of the current subscription period, we will not refund any subscription fees already paid to us. 

If you have purchased a Paid Subscription using a Code, your subscription will automatically terminate at the end of the period stated in the Code, or when there is an insufficient pre-paid balance to pay for the Service..

5 Using our service

The Grafa Service and the Content are the property of Grafa or Grafa’s licensors. We grant you limited, non-exclusive, revocable permission to make use of the Grafa Service, and limited, non-exclusive, revocable permission to make personal, non-commercial use of the Content (collectively, “Access”). This Access shall remain in effect until and unless terminated by you or Grafa. You promise and agree that you are using the Grafa Service and Content for your own personal, non-commercial use and that you will not redistribute or transfer the Grafa Service or the Content.

The Grafa software applications and the Content are not sold or transferred to you, and Grafa and its licensors retain ownership of all copies of the Grafa software applications and Content even after installation on your personal computers, mobile handsets, tablets, wearable devices, speakers, and/or other devices (“Devices”).

All Grafa trademarks, service marks, trade names, logos, domain names, and any other features of the Grafa brand (“Grafa Brand Features”) are the sole property of Grafa or its licensors. The Agreements do not grant you any rights to use any Grafa Brand Features whether for commercial or non-commercial use.

You agree to abide by our Terms and Conditions and not to use the Grafa Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Grafa grants no right, title, or interest to you in the Grafa Service or Content.

Third party software (for example, open source software libraries) included in the Grafa Service are made available to you under the relevant third party software library’s license terms as published in the help or settings section of our desktop and mobile client and/or on our website

The information provided by Grafa through the Service is factual information obtained from third party sources.  It is not intended to imply any recommendation or opinion about a financial product and should not be considered to be professional investment advice.

6 Third Party Applications and Devices

The Grafa Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) and third party Devices to make the Grafa Service available to you. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Grafa does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does Grafa warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.

7 User Generated Content

Grafa users may post, upload, or otherwise contribute content to the Service (which may include, for example, pictures, text, messages, information, opinions, descriptions and compilations, and/or other types of content) (“User Content”). 

You are solely responsible for all User Content that you post.  Grafa is not responsible for User Content nor does it endorse any opinion contained in any User Content. User Content is at best general information and to the extent it relates to financial products should not be considered to be professional investment advice.  Before acting on the basis of what is said in User Content, you should consider the appropriateness of the information in relation to your particular objectives, financial situation or needs.

You promise that, with respect to any User Content you post on Grafa, (1) you own or have the right to post such User Content, and (2) such User Content, or its use by Grafa as contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Grafa or any entity or individual without express written consent from Grafa or such individual or entity.

Grafa may, but has no obligation to, monitor, review, or edit User Content. In all cases, Grafa reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Grafa’s sole discretion, violates the Agreements. Grafa may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.

YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST GRAFA RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD GRAFA HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE LEGALFEES AND COSTS) ARISING OUT OF SUCH CLAIM.

8 Rights you grant us

In consideration for the rights granted to you under the Agreements, you grant us the right to (1) allow the Grafa Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Grafa Service, the Content you access, including its selection and placement, may be influenced by commercial considerations, including Grafa’s agreements with third parties. Some Content licensed by, provided to, created by or otherwise made available by Grafa (e.g. videos, podcasts) may contain advertising as part of the Content. The Grafa Service makes such Content available to you unmodified.

If you provide feedback, ideas, or suggestions to Grafa in connection with the Grafa Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Grafa to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.

You grant Grafa a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.

9 User guidelines

Grafa respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Service, to make sure Grafa stays enjoyable for everyone (“User Guidelines”). You must follow these rules and should encourage other users to do the same. The following is not permitted for any reason whatsoever:

  1. copying, redistributing, reproducing, , transferring, or displaying to the public, broadcasting, or making available to the public any part of the Grafa Service or the Content, or otherwise making any use of the Grafa Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Grafa Service or the Content or any part of it;
  2. using the Grafa Service to import or copy any local files that you do not have the legal right to import or copy in this way;
  3. transferring copies of cached Content from an authorised Device to any other Device via any means;
  4. reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the Grafa Service, Content or any part thereof except to the extent permitted by applicable law;
  5. circumventing any technology used by Grafa, its licensors, or any third party to protect the Content or the Service;
  6. selling, renting, sublicensing, or leasing of any part of the Grafa Service or the Content;
  7. circumventing any territorial restrictions applied by Grafa or its licensors;
  8. artificially increasing play counts, follow counts, or otherwise manipulating the Service by (i) using any bot, script, or other automated process; (ii) providing or accepting any form of compensation (financial or otherwise), or (iii) any other means;
  9. removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or the Service or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
  10. circumventing or blocking advertisements in the Grafa Service, or creating or distributing tools designed to block advertisements in the Grafa Service
  11. providing your password to any other person or using any other person’s username and password;
  12. “crawling” the Grafa Service or otherwise using any automated means (including bots, scrapers, and spiders) to view, access, or collect information from Grafa or the Grafa Service;
  13. artificially promoting Content by automated means or otherwise.

Please respect Grafa, the owners of the Content, and other users of the Grafa Service. Don’t engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:

  1. is offensive, abusive, defamatory, pornographic, threatening, or obscene;
  2. is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of Grafa or a third party;
  3. includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
  4. includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  5. is intended to or does harass or bully other users;
  6. impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
  7. involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar;
  8. involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Grafa;
  9. links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Grafa;
  10. interferes with or in any way disrupts the Grafa Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Grafa’s computer systems, network, usage rules, or any of Grafa’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
  11. conflicts with the Agreements, as determined by Grafa.

You acknowledge and agree that posting any User Content that violates these User guidelines (or that Grafa reasonably believes violates these User Guidelines) may result in immediate termination or suspension of your Grafa account. You also agree that Grafa may reclaim your username where it is reasonable for us to do so, including if you have violated the Agreements.

Please be thoughtful about how you use the Grafa Service and what you share. The Grafa Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on Grafa or across the web, so please use Grafa carefully and be mindful of your account settings. Grafa has no responsibility for your choices to post material on the Service.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.

10 Infringement and reporting User Content

Grafa respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, please contact us.. If Grafa is notified by a copyright holder that any Content infringes a copyright, Grafa may in its sole discretion remove such Content from the Service, or take other steps that Grafa deems appropriate, without prior notification to the user or other party who supplied or posted that Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to Grafa with a request to restore the removed content, which Grafa may or may not honour, in Grafa’s sole discretion.

If you believe that any Content does not comply with the User Guidelines, please contact us .

11 Service limitations and modifications

Grafa will make reasonable efforts to keep the Grafa Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. Grafa reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Grafa Service, with advance notice where possible, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the Grafa Service or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Service, or to implement advancements in science and technology or ensure the operability or the security of the Service, legal and regulatory reasons.

Notwithstanding the foregoing, if you have prepaid fees to Grafa for Paid Subscriptions that Grafa permanently discontinues prior to the end of the Pre-Paid Period (defined in the Payments, cancellations, and cooling off section), Grafa will refund you the prepaid fees for the Pre-Paid Period after such discontinuation. You understand, agree, and accept that Grafa will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service, or to provide all or any specific content through the Service. Grafa and/or the owners of any Content may, from time to time, remove any such Content without notice. This section will be enforced to the extent permissible by applicable law.

12 Company Accounts

If you establish a Grafa account on behalf of a company, organization, entity, or brand (a “Company”,” and such account a “Company Account”), the terms “you” and “your,” as used throughout the Agreements, apply to both you and the Company. If you create a Company Account, you represent and warrant that you are authorized to grant all permissions and licenses provided in the Agreements and to bind the Company to the Agreements.

13 Customer support

For customer support with account-related and payment-related questions (“Customer Support Queries”), please contact us.. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.

14 Term and termination

The Agreements will continue to apply to you until terminated by either you or Grafa. Grafa may terminate the Agreements or suspend your access to the Grafa Service at any time, including in the event of your actual or suspected unauthorised use of the Grafa Service and/or Content, non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you reasonable notice in advance of doing so). If you or Grafa terminate the Agreements, or if Grafa suspends your access to the Grafa Service, you agree that Grafa shall have no liability or responsibility to you, and Grafa will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. To learn how to terminate your Grafa account, please contact us. This section will be enforced to the extent permissible by applicable law.

Sections 7, 8, 9, 11, 15, 16, 17, 19, 21, and 22 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

15 Warranty disclaimer

YOU UNDERSTAND AND AGREE THAT THE GRAFA SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. Grafa AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER GRAFA NOR ANY OWNER OF CONTENT WARRANTS THAT THE GRAFA SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, GRAFA MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE GRAFA SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND GRAFA IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING.

NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM GRAFA SHALL CREATE ANY WARRANTY ON BEHALF OF GRAFA. WHILE USING THE GRAFA SERVICE, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT.

WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS SECTION SHALL HAVE THE EFFECT OF LIMITING GRAFA’S LIABILITY IN THE EVENT OF TOTAL OR PARTIAL NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS ESSENTIAL OBLIGATIONS FOR PROVIDING THE SERVICE UNDER THE AGREEMENTS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

16 Limitation

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE GRAFA SERVICE IS TO UNINSTALL ANY GRAFA SOFTWARE AND TO STOP USING THE GRAFA SERVICE. YOU AGREE THAT GRAFA HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE GRAFA SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO GRAFA, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

IN NO EVENT WILL GRAFA, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:

(1) ANY LOSS OR DAMAGE (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY, DAMAGES) WHICH IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT; (2) ANY: (A) LOSS OF USE; (B) LOSS OF DATA; (C) LOSS OF BUSINESS; (D) LOSS OF PROFITS; OR

(E) DAMAGE TO DEVICES, TO THE EXTENT YOU COULD HAVE AVOIDED SUCH DAMAGE BY FOLLOWING OUR ADVICE TO APPLY UPDATES TO THE SERVICES OR CONTENT OR IF SUCH DAMAGE IS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US,

IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE GRAFA SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER GRAFA HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;

(3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE GRAFA SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO GRAFA DURING THE PRIOR TWELVE MONTHS IN QUESTION; OR

(4) NON-PERFORMANCE OR INADEQUATE PERFORMANCE OR DELAY TO THE OBLIGATIONS DERIVING FROM THE AGREEMENTS CAUSED BY FORCE MAJEURE OR ANY CAUSE WHICH IS NOT REASONABLY FORESEEABLE OR BEYOND GRAFA’S REASONABLE CONTROL.

Nothing in the Agreements removes or limits Grafa’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence.

THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE RIGHTS UNDER APPLICABLE LAW IN YOUR JURISDICTION WHICH PROVIDES FOR REMEDIES IN ADDITION TO THOSE SET OUT ABOVE.

17 Third party rights

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and Grafa, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

18 Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and Grafa, the Agreements constitute all the terms and conditions agreed upon between you and Grafa and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that certain aspects of your use of the Grafa Service may be governed by additional agreements. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Grafa’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.

19 Severability, waiver, and interpretation

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Grafa or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Grafa’s or the applicable third party beneficiary’s right to do so.

As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.”

20 Assignment

Grafa may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and Grafa may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.

21 Indemnification

You agree to indemnify and hold Grafa harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Grafa Service; and (4) your violation of any law or the rights of a third party.

22 Governing Law and Jurisdiction 

This agreement is governed by and construed in accordance with the laws of Western Australia. Each party irrevocably:

  1. submits to the nonexclusive jurisdiction of the courts of Western Australia and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating to this agreement; and 
  2. waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum.

23 Contact us

If you have any questions concerning the Grafa Service or the Agreements, please contact us via our website - https://grafa.io/contact-us/.

Thank you for reading our Terms. We hope you enjoy Grafa!