Terms of Service

Intro

Gradient website, apps and other products and services (“Services”) are provided by GRADIENT ECM s.r.o., located at Kosicka 56, 821 08 Bratislava, Slovakia (“Gradient”).
These terms, including the referenced documents, such as our Privacy Policy (the “Terms”) govern your use of Gradient Services. Some of the Services may include software that is downloaded to your computer, phone, or another device. By using the Services, you agree to the Terms (as updated from time to time) and that the only remedy for your dissatisfaction with the Services is to stop using them. If you have entered into another agreement with Gradient concerning certain Services, then the terms of that agreement controls, in case of conflict with the Terms. Any content that we provide to you (such as Software, samples, trials, etc.) are licensed, not sold, to you, and may be subject to Terms. As discussed more below, you retain all rights and ownership you have in your content that you make available through the Services. Please read these Terms carefully, and contact us if you have any questions.

Account

As a Service user, you will constantly ensure that all the required arrangements to register and use the Services are in accordance with these Terms for the Services you are using and applicable laws. Gradient provides the Service under a limited, non-exclusive, non-transferable, and revocable license to use the Services. Using the Services does not give you ownership of any intellectual property rights in the Services or the content you access and you will not share with any third-party access to or access information for your account. You need to notify Gradient immediately of any unauthorized use of your account and any other breach of security.

Acceptable Use

Gradient strives to have all Gradient users feel safe and comfortable while using the Services. Therefore, please follow the below guidelines as Gradient does not routinely screen or monitor content provided by users. Gradient may remove or edit inappropriate content or activity which was reported to Gradient or suspend, disable, or terminate a user's access to all or part of the Services.

Please ensure that while using the Services you do not share content that:

• Contains illegal content or promotes illegal activities.
• Harasses others (including spam), contains threats or organizes acts of real-world violence.
• Violates intellectual property, privacy, or other rights. Do not share content that you do not have the right to share, claim content that you did not create as your own, or otherwise infringe or misappropriate someone else’s intellectual property or other rights. Always attribute materials used or quoted by you to the original copyright owner.
• Do anything that violates any law or breaches your contractual obligations.
• Share your password, let anyone access your account, or do anything that might put your account at risk.
• Attempt to access any other user's account.
• Reproduce, transfer, sell, resell, or otherwise misuse any content from our Services.
• Access, tamper with, or use non-public areas of our systems.
• Break or circumvent authentication or security measures or otherwise test the vulnerability of the systems or networks.
• Try to reverse engineer any portion of the Services.
• Try to interfere with any user, host, or network, for example by sending a virus, overloading, spamming, or mail-bombing or use the Services to distribute malware.
• Impersonate or misrepresent your affiliation with any person or entity.
• Otherwise violates the Terms or encourage or help anyone do any of the things on this list.

Fees

Certain Services may be subject to a fee. Gradient reserves the right to change any fees at any time at its sole discretion. Any change, update, or modification will be effective immediately upon posting through the relevant Services or through their Terms.

Refunds

Refunds may be available for paid Services in accordance with applicable Terms. Except as described in here or as explicitly stated as part of the sign-up process for a Service or in a specific commercial arrangement, Gradient has no obligation to provide refunds or vouchers for any other Services.

Security

You are responsible for keeping your account secure while using the Service. Gradient cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. Also, Gradient cannot guarantee that unauthorized third parties will not be able to circumvent Gradient or its suppliers’ security measures. Please notify us immediately of any compromise or unauthorized use of your account by emailing privacy@gradientecm.com.

System Outages

Gradient or its suppliers periodically schedule system downtime for the Services for maintenance and other purposes. Additionally, unplanned system outages may occur. You agree that Gradient and its suppliers have no responsibility for: (a) the unavailability of the Services; (b) any loss of materials, data, transactions or any other information or materials caused by such system outages; (c) the resultant delay, miss delivery, or non-delivery of data, transactions or any other information or materials caused by such system outages; or (d) any outages caused by any third parties, including without limitation, any companies or servers hosting the Services, any internet service providers, any third party, or any internet facilities and networks.

Limited Warranty

The Services are provided “AS-IS.” Neither Gradient its affiliates, licensors or suppliers, nor their officers, directors, employees, shareholders, agents or representatives (Gradient Parties) makes any express or implied representations or warranties to you or any other person or entity with respect to the Services, whether oral or written, express, implied or statutory. Without limiting the foregoing, any implied warranty or condition or merchantability, the implied warranty or condition of fitness for a purpose, and those arising from a course of dealing or usage of trade are expressly excluded and disclaimed. No warranty is made that use of the Services will be error free or uninterrupted, that errors or defects in the Services will be corrected, or that the Services functionality will meet your requirements.

Limited Liability

In no event will Gradient Parties be liable to you or any other person or entity for any indirect, special, incidental, exemplary or consequential damages or loss of goodwill in any way relating to these Terms or resulting from the use of or inability to use the Services of the performance or non-performance of any Services, including the failure of essential purpose, even if you have been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise. To the extent permissible under applicable law, Gradient Parties are not responsible for any loss or damage arising from your failure to comply with the Terms. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.

Indemnification

You will indemnify, defend and hold harmless Gradient Parties against any loss, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims based on (a) your use or attempted use of the Services in violation of these Terms; (b) your violation of any law or rights of any third party, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.

Termination

You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay any outstanding fees (if applicable). Gradient may without prior notice to you, immediately terminate, suspend your right to use and access the Services or delete your account, if you breach these Terms; if required to do so by law (for example, where the provision of the Services is, or becomes, unlawful); your failure to make timely payment for the Services (if applicable); Gradient elects to discontinue the Services, in whole or in part; or if there has been an extended period of inactivity in your free account.

Non-Assignment

You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.

Choice of Law and Dispute Resolution

For any issue you might have, you agree to first try to resolve the dispute informally by contacting Gradient. If a dispute is not resolved within 60 days of submission, you or Gradient must first resolve any claims relating to these terms, through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify (if mediation was unsuccessful). Vienna International Arbitral Centre will administer the arbitration in Vienna under VIAC rules. There will be one arbitrator that you and Gradient both select. The arbitration will be conducted in the English language, but any witness whose native language is not English may give testimony in the witness’ native language, with simultaneous translation into English (at the expense of the party presenting the witness). Judgment upon the award rendered may be entered and will be enforceable in any court of competent jurisdiction having jurisdiction over the parties. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. In the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent) in any jurisdiction.

Statute of Limitations

To the extent permitted by applicable law, any cause of action arising out of or related to use of the Services or the Terms, must be filed within 1 year after such cause of action arose. Any such cause of action which is not filed within such period, is permanently barred.

Revisions

Gradient reserves the right to modify or terminate these Terms at any time. Any revisions to the Terms will be effective immediately upon posting by Gradient. For any material changes to the Terms, we will take reasonable steps to notify you of such changes. In all cases, your continued use of the Services after publication of such changes, with or without notification, constitutes acceptance of the revised Terms. Gradient reserves the right to modify or terminate these Terms at any time. Any revisions to the Terms will be effective immediately upon posting by Gradient. For any material changes to the Terms, we will take reasonable steps to notify you of such changes. In all cases, your continued use of the Services after publication of such changes, with or without notification, constitutes acceptance of the revised Terms.

Restrictions

The Services, content, and your use of the Services and content, are subject to international laws, restrictions, and regulations that may govern the import, export, and use of the Services and content. You agree to comply with all the laws, restrictions, and regulations.

Compliance

If you are a business, company, or organization, then Gradient may, no more than once every 12 months, upon seven 7 days’ prior notice to you, appoint its personnel or an independent third-party auditor who is obliged to maintain confidentiality to inspect your records, systems, and facilities to verify that your installation and use of any Services is in conformity with the Terms. Additionally, you will provide us with all records and information requested by us in order to verify that installation and use of any Services is in conformity with the rights received from Gradient, within 30 days of Gradient ‘s request. If the verification discloses a non-conformity in your use of the Services, you will immediately address the non-conformity or acquire any necessary licenses, subscriptions, and any applicable maintenance and support. If the underpaid fees (where applicable for paid Service) exceed 5% of the value of the payable Services fees, then you will also pay for our reasonable cost of conducting.