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UPDATED, SEPTEMBER 7 2023

Terms & Conditions

Gr4vy Cloud Vault Service

This agreement relating to Gr4vy’s Cloud Vault services (“Agreement”) is entered into between Gr4vy Inc. with a place of business at 303 Twin Dolphin Drive, 6th Floor, Redwood City, California 94065 (“Company” or “”Gr4vy”), and you (“Customer”) on the date you accept these terms or the date you start using the Cloud Vault Services, whichever occurs earlier (the “Effective Date”). 

 

1. Definitions

“Anonymous Information” means information about use of the Gr4vy Instances which does not enable identification of an individual, such as aggregated and analytics information about use of the Program.  Gr4vy owns all Anonymous Information collected or obtained by Gr4vy.

“Cloud Vault Services” means Gr4vy’s centralized vault which enables storing card data, requesting, forwarding, updating, distributing, and tokenizing this card data, including the compliance with card data regulations.

“Customer Account” means an account Customer creates and owns when using the Gr4vy Instances and/or Services. 

“Customer Data” shall mean data from Customer and Customer’s business as well as payment transaction data used for effectualting a payment including but not limited to buyer or seller name, product/services purchased, amount, payment method, payment method details.

“Documentation” means Gr4vy’s standard user documentation (that Gr4vy generally makes available to its Gr4vy Instances and/or Services customers), in electronic form, that describes the use, features and operation of the Gr4vy Instances and/or Services.

“Fee” has the meaning assigned to it in Sec. 7a.

“Provide” means where Customer choose to provide, upload, import, transmit, post, or make accessible Customer Data.

“Services” means the Cloud Vault Services. 

“Terms” mean the rights and obligations included in this Agreement.

 

2. Application And Change Of Terms

  1. Application. These Terms shall apply to any Customer using the Services, visiting the Gr4vy website, or otherwise collaborating with Gr4vy. 
  2. Change of Terms. Gr4vy reserves the right to change these Terms without notice at any time provided that it will endeavour to give notice of such changes either on Gr4vy’s website, through email or otherwise. Your continued use of the Gr4vy Services shall be interpreted as express consent of such amended Terms.

 

3. Gr4vy Cloud Vault Services

  1. Gr4vy Cloud Vault Services. Gr4vy provides Customers with an environment that gives them the ability to integrate the Services into their application, which may include secure vaulting of payment information, as well as incorporating third party services into the payment process and control which of those services are used per transaction.
  2. Customer Account.  A Customer Account will be created in connection with Customer’s use of the Gr4vy Instances and/or Services.  Customer must not allow anyone other than Customer’s permitted users to access and use the Customer Account.  Customer acknowledges and agrees: (i) to keep, and ensure that Permitted Users keep all Account access details secure at all times; (ii) to remain solely responsible and liable for the activity that occurs in Customer’s Account; and (iii) to promptly notify Gr4vy in writing if Customer becomes aware of any unauthorized access or use of Customer’s Account or the Gr4vy Services.
  3. Restrictions on Use.  Customer shall only access the Gr4vy Instances and/or Services and/or APIs documented for public use and in connection with Customer’s Account.  Customer must not, and shall not allow any Permitted User or third party to be used or accessed for any other purpose. 

 

4. Confidentiality

Each party may have access to Confidential Information.  Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party’s Confidential Information from disclosure to a third party.  Neither party shall use or disclose the Confidential Information of the other party except as expressly permitted under this Agreement or by applicable law.  All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the disclosing party.  The terms of this Agreement are Confidential Information of Gr4vy (although Gr4vy and Customer each may disclose the terms herein to its advisers, (potential and actual) other customers  including logos and brands and (potential and actual) investors). “Confidential Information” is certain non-public and/or proprietary information of the other party, in any form or media, including (without limitation) confidential trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, whether written or oral, and any such other information that, regardless of the manner in which it is furnished and given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive. The duty of non-disclosure shall not apply to information which: a) was in the public domain at the time it was communicated to receiving party or subsequently enters the public domain through no fault of the receiving party; b) was already known to the receiving party at the time of receipt; c) is disclosed by the receiving party pursuant to judicial order or other compulsion of law, provided that the receiving party shall give the disclosing party prompt notice of any such order (where lawful to do so) and shall comply with any protective order (or equivalent) imposed on such disclosure. In the event of a disputed disclosure, the receiving party shall bear the burden of proof of demonstrating that the information falls under one of the above-described exceptions. 

 

5. Data Privacy And Security

  1. Data Processing Agreement. The parties agree to the Privacy Policy and  the Data Processing Agreement.  
  2. Data storage.  Customer acknowledges that: (i) the Gr4vy Instances and/or Services does not operate as an archive or file storage service and Gr4vy does not store all of the Customer Data that Customer may Provide during Customer’s use of the Gr4vy Instances and/or Services; and (ii) Customer is solely responsible for the backup of its Customer Data.  Customer may download certain Customer Data that Customer Provided to Gr4vy at any time during the Term, or as otherwise set forth herein, provided Customer complies with this Agreement and any Gr4vy security requirements. 
  3. Access to Data.  While using the Gr4vy Instances and/or Services, Customer may choose to Provide Customer Data.  Customer grants Gr4vy a non-exclusive license to use, process, display, copy and store the Customer Data in order to provide the Gr4vy Instances and/or Services to Customer, for fraud, machine learning or any other reasonable business reason. Additionally, Gr4vy may collect, use and publish Anonymous Information, and disclose it to its third party service providers, to provide, improve and publicize Gr4vy’s programs and services.  
  4. Data Security. Gr4vy agrees during the Term to implement security measures to protect Customer Data and will, at a minimum, utilize industry standard security procedures. Especially, where necessary, Gr4vy will adhere to Payment Card Industry Data Security Standard (PCI DSS) Level 1 standards as the case may be.

 

6. Intellectual Property

The intellectual property and all other rights, title and interest of any nature in and to the Instances, and any related content, Documentation and Services provided or made available by Gr4vy hereunder, including all modifications, upgrades, customizations and derivative works (whether or not permitted under this Agreement) of the Gr4vy Instances and/or Services, are and shall remain the exclusive property of Gr4vy and its licensors.  Gr4vy grants to Customer a royalty-free, non-exclusive license to use such intellectual property for the purposes of this Agreement. Except as expressly set forth herein or in an Order Form, nothing in this Agreement shall be construed as transferring any rights, title or interests to Customer or any third party.  Gr4vy and its licensors reserve any and all rights not expressly granted in this Agreement. Customer retains all rights, title and interest of any nature in Customer’s solutions.

 

7. Payments

  1. Fee.  Customer access to and use of the Gr4vy Services is subject to Customer’s payment in full of the fee for the related subscription period as specified in the Order Form. Gr4vy calculates and bills fees and charges monthly and notifies Customer  of the exact amount billed beforehand. Gr4vy may bill Customer more frequently for Fees accrued if Gr4vy suspects that the Customer account is fraudulent or at risk of non-payment. All amounts payable under this Agreement shall be paid without setoff or counterclaim, and without any deduction or withholding. If Customer disagrees with Fees charged, Customer may, while remaining obliged to settle amount due, raise concerns related to amount due with  Gr4vy if such concerns are reasonable and based on facts and Gr4vy shall immediately review any such concerns with an intention to resolve any queries. Withholding Fees or chargebacks are not allowed. Gr4vy may increase or add new fees and charges for any existing Services Customer is using provided that Gr4vy gives Customer at least 30 days’ prior notice.
  2. Payment. Amount due may be paid via credit card or Direct Debit to Gr4vy. In case of payment via Direct Debit, Customer hereby authorizes Gr4vy to debit Customer’s account. To initiate a bank debit, Customer shall provide Gr4vy with bank account details. 
  3. Payment Terms.  Unless otherwise expressly stated herein, all payments hereunder are due and payable without any right of set-off or deduction and are irrevocable and (except as expressly set forth herein) nonrefundable.  You authorize Gr4vy to settle the amount due  on your behalf. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (i) the rate of one and a half percent (1.5%) per month; or (ii) the highest amount permitted by applicable law. Non-payment of two (2) consecutive months shall entitle Gr4vy to suspend any Services until such amount due is  paid in full.
  4. Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of indirect taxes, except where applicable law requires otherwise. We may charge and you will pay applicable Indirect Taxes that we are legally obligated or authorized to collect from you. You will provide such information to us as reasonably required to determine whether we are obligated to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as are reasonably requested in order to reduce or eliminate the amount of any withholding or deduction for taxes in respect of payments made under this Agreement.

 

8. Term And Termination

  1. Term.  This Agreement shall be effective upon the Effective Date and shall continue for an initial term of one (1) month(the “Initial Term”).  Following the Initial Term, this Agreement shall automatically renew at the then-applicable Fees for successive one (1) month terms (each a “Renewal Term”, and together with the Initial Term, the “Term”) unless: this Agreement is terminated in accordance with this Agreement. If Customer continues to use the Gr4vy Services past any renewal date, then Customer shall be deemed to have renewed the Agreement for the following term at the rates applicable for said new term. Regardless of any termination rights, Gr4vy may always suspend the Services if Gr4vy reasonably believes the continuation of Services to cause direct, irreparable harm to Gr4vy’s infrastructure.
  2. Termination. Either party may terminate this Agreement with immediate effect if the other party materially breaches this Agreement and such breach remains uncured (to the extent that the breach can be cured) fifteen (15) days after having received written notice thereof.
  3. Effect of Termination.
    • General.  Upon termination of this Agreement, Customer shall immediately discontinue all access and use of the Gr4vy Instances and/or Services and shall promptly, but in any event within three (3) days, permanently delete all copies of the Documentation in Customer’s possession or control. 
    • Access to Customer Data.  It is Customer’s responsibility to download its Customer Data prior to termination of this Agreement.  Notwithstanding the foregoing, for a period of thirty (30) days from the effective date of termination of this Agreement, Gr4vy will provide Customer, upon Customer’s written request, with sufficient, reasonable opportunity to download the Customer Data.  Gr4vy reserves the right to permanently delete any Customer Data that may be contained in Customer’s Account at any time following said thirty (30) day period, and Customer agrees to waive any legal or equitable rights or remedies it may have against Gr4vy with respect to Customer Data that is deleted in connection thereto. 
    • Survival. This Section 8 and Sections 3d (Restrictions on Use), 4 (Confidential Information), 6 (Intellectual Property), 7 (Payments, to the extent any amounts due hereunder remain payable), 9 (Warranty Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 14 (Independent Contractors) to 16 (Miscellaneous) shall survive termination of this Agreement.

 

9. Warranty Disclaimer

  1. Except as expressly set forth herein: (i) the Gr4vy Instances and Services are provided on an “as is” basis; and (ii) ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  GR4VY WILL NOT BE LIABLE OR RESPONSIBLE FOR: (a) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (b) ANY ISSUE THAT IS ATTRIBUTABLE TO CUSTOMER’S HARDWARE OR SOFTWARE OR CUSTOMER’S INTERNET OR DATA SERVICE PROVIDER.
  2. GR4VY DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS THROUGH USE OF THE GR4VY INSTANCES OR THAT THE REPORTS ARE COMPLETE OR ERROR-FREE. THE REPORTS DO NOT CONSTITUTE LEGAL ADVICE, AND CUSTOMER UNDERSTANDS IT MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT LEGAL ADVICE REGARDING THE SUBJECT MATTER OF ANY REPORT AND/OR ANY API OR SOFTWARE THAT CUSTOMER USES OR IS CONSIDERING TO USE. CUSTOMER’S USE OF AND RELIANCE UPON THE PLATFORM, API, SERVICES AND ANY REPORTS IS ENTIRELY AT CUSTOMER’S SOLE DISCRETION AND RISK, AND GR4VY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO THE CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING.

 

10. Limitation Of Liability

  1. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF INCOME, PROFITS, GOODWILL, REPUTATION, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT ARISE UNDER THIS AGREEMENT OR THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE GR4VY INSTANCES AND/OR SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. GR4VY IS NOT RESPONSIBLE FOR THE PROCESSING OF ANY PAYMENTS, HANDLING OR BEARING LOSSES IN CONNECTION WITH ANY CHARGEBACKS OR OTHER PAYMENT REVERSALS, NOR IS GR4VY IN ANY SHAPE OR FORM RELIABLE TO PERFORM ANY ANTI MONEY LAUNDERING, OFAC OR TERRORIST FINANCING CHECKS OR IDENTIFY ANY OF CUSTOMER OR CUSTOMER’S USER IN CONNECTION WITH KNOW YOUR CUSTOMER REGULATIONS.
  3. EITHER PARTY’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES UNDER THIS AGREEMENT, OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE GR4VY INSTANCES AND/OR SERVICES, SHALL NOT UNDER ANY CIRCUMSTANCE EXCEED (i) THE AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO GR4VY UNDER THIS AGREEMENT WITHIN THE SIX (6) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM OR (ii) USD 10,000 WHICHEVER IS SMALLER.

 

11. Indemnification

Each Party hereby agrees to defend and indemnify the other Party against any damages awarded against a Party by a court of competent jurisdiction, or paid in settlement, in connection with a third party claim, suit or proceeding that use of the Customer Data within the scope of this Agreement infringes any intellectual property rights of a third party.The defense and indemnification obligations of the indemnifying party under this section are subject to: (i) the indemnifying party being given prompt written notice of the claim; (ii) the indemnifying party being given immediate and complete control over the defense and/or settlement of the claim; and (iii) the indemnified party providing cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of or response to such claim.

 

12. Reference Customer

Parties may use other Party’s name and logo on  website and in  promotional materials to state that other Party is a partner.  Customer agrees to serve as a reference customer of Gr4vy and shall cooperate with Gr4vy’s reasonable marketing and referencing requests.

 

13. Marketing, Testimonials, Press Release

Each Party expressly agrees that the other Party may use their name and brand in connection with marketing measures, testimonials and case studies that includes Customer’s Gr4vy use case details and pre-/post performance metrics. Each Party also agrees that the respective other Party issues a press release in connection with the onboarding of Customer onto the Gr4vy Instances. 

 

14. Independent Contractors

The Parties are independent contractors.  Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties.  Neither party may make, or undertake, any commitments or obligations on behalf of the other.

 

15. Governing Law And Settlement Of Disputes

  1. This Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws provisions.  The United Nations Convention for the International Sale of Goods shall not apply.
  2. In the event of any dispute arising out of this Agreement, each party agrees to cooperate and negotiate in good faith with the other party in an effort to amicably resolve said dispute.  All disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in San Francisco, California.  Notwithstanding the foregoing, Gr4vy may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights. 

 

16. Miscellaneous

The headings used in this Agreement are for convenience only and shall in no case be considered in construing this Agreement.  Each annex that is attached hereto is incorporated herein by this reference.  Any capitalized but undefined term in an annex shall have the meaning given to it in this Agreement.  Any Order Form entered into between the parties shall be deemed to incorporate the terms of these. 

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