• GRAVITYNAV TERMS OF SERVICE AND LICENSE AGREEMENT

    Last updated 10/15/2017

     

     

    This Terms of Service and License Agreement (“Agreement”) is a legally binding agreement between you and GravityNav, Inc. (“GravityNav”) that governs your use of the software application(s) and related services which are made available by GravityNav in the Shopify App Store (“App”). As used herein, “you” refers to the entity, organization, company or other owner(s) of the Shopify account that is used to install the App. BY INSTALLING, USING OR DOWNLOADING THE APP OR BY CLICKING “I ACCEPT” OR OTHERWISE AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE GRAVITYNAV PRIVACY POLICY, AVAILABLE AT www.tiltnav.com/privacy , AND ARE ENTERING INTO A BINDING CONTRACT WITH GRAVITYNAV. ANY individual that ACCEPTS THESE TERMS OR installs or downloads the app represents and warrants that it has the authority to bind THE SHOPIFY ACCOUNT OWNER, INCLUDING SUCH ANY entity, organization, OR company to the terms of this Agreement and agrees to be bound by the terms of this agreement. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE APP AND MUST PROMPTLY RETURN OR DESTROY ANY COPIES OF THE APP IN YOUR POSSESSION. YOU MAY CONTACT GRAVITYNAV REGARDING THIS AGREEMENT USING THE CONTACT INFORMATION PROVIDED IN SECTION 16 BELOW.

    1. Grant of License.  The App is licensed, not sold. Subject to payment of the applicable fees and the limitations and restrictions set forth herein, GravityNav grants you a limited, worldwide, non-exclusive, revocable, non-sublicensable, non-transferable license, without right to sublicense, to install and use the App solely in connection with your Shopify store.  This license does not allow you to use the App with any non-Shopify technology platforms or with any Shopify store that you do not own or control or are not authorized to act on behalf of. The terms of this Agreement will govern any updates or upgrades provided by GravityNav that replace or modify the original App, unless such update or upgrade is accompanied by a separate license agreement in which case the terms of that license agreement will govern.
    2. No License from Shopify.  Shopify is not a party to this Agreement.  You acknowledge and agree that: (i) you are acquiring the license to the App from GravityNav, not Shopify, and that GravityNav, is solely responsible for the App; (ii) Shopify is not liable for any fault in the App or any harm that may result from its installation or use; (iii) except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the App; and (iv) GravityNav is solely responsible for any liability which may arise from: (A) the development, use, marketing or distribution of or access to the App, including support of the App; and (B) GravityNav’s access, use, distribution or storage of information (including personal information) relating to you or your use of the App, including but not limited to business, financial and product information and customer data. 
    3. License Restrictions.  You will not, and will not attempt to, or assist or permit any third party to: (i) reverse engineer, decompile, disassemble, reconstruct, or otherwise attempt to derive source code from the App; (ii) rent, lease, lend, sell, transfer, redistribute, assign, sublicense, distribute, grant a security interest in, or otherwise transfer any rights to the App; (iii) modify, translate, or create derivative works, adaptations or compilations of, or based on, the App or part thereof; (iv) use, copy, create derivative works of or reproduce the App or any part thereto; (v) remove any proprietary notices or labels on or in any part of the App; (vi) use the App for any illegal purpose or in violation of any local, state, national, or international law; (vii) obtain, attempt to obtain, or redistribute any data, materials or information available through the App through any means not intentionally made available by GravityNav; (viii) interfere with security-related features of the App, including by disabling or circumventing any such features; (ix) circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect; (x) use or access the App in order to monitor the availability, performance, or functionality of the App, the Shopify service or any portion thereof or for any similar benchmarking purposes; or (x) upload or otherwise disseminate any virus, adware, spyware, worm, or other malicious code through the App.
    4. Ownership.  The license granted hereunder does not constitute a transfer or sale of GravityNav’s ownership rights in or to the App.  Except for the license rights granted above, GravityNav retains all right, title and interest in and to the App, including all intellectual property rights therein.  The App is protected by applicable intellectual property laws including United States copyright laws and international treaties. If you choose to provide feedback, input or suggestions regarding problems with or proposed modifications or improvements to the App (“Feedback”), then you hereby grant GravityNav an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use and otherwise exploit the Feedback in any manner and for any purpose, including to improve the App and create other products and services.
    5. Compatibility Requirements.  Use of the App requires a valid account with Shopify and may also require compatible devices, Internet access, and certain software (fees may apply), and periodic updates.  Use of the App may be affected by the performance of the foregoing. High-speed internet is recommended.
    6. License Fees; Payment.  
      1. Price.  The fees for licensing the App (“Fees”) will be collected through Shopify and will be added to the monthly invoice for your Shopify account and/or invoiced to your Shopify account on a usage basis, as applicable. All Fees are in US dollars and are non-refundable.  GravityNav reserves the right to determine pricing for the App. GravityNav will make reasonable efforts to keep pricing information published in the Shopify App Store up to date. We encourage you to check periodically for current pricing information.  
      2. Price Changes.  When you purchase a license to the App, you will initially be charged Fees at the rate applicable at the time of such purchase. If the Fees are later changed, GravityNav will notify you. The increase will apply to the next payment due from you after the notice, provided that you have been given at least 30 days’ prior notice before the charge is made. If you are given less than 30 days’ prior notice, the price increase will not apply until the payment after the next payment is due. If you do not wish to pay the changed Fees for the App, you may cancel by uninstalling the App and deleting the App from your account on Shopify, and you will not be charged further amounts for the subscription, provided you have notified GravityNav and Shopify no later than 30 days after the change has been made.
      3. Payment; Authorization.  You agree that you will pay the Fees for the App, and that Shopify may charge your credit card or other form of payment that you indicate for the Fees. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES FOR YOUR USE OF THE APP AND FOR PROVIDING SHOPIFY WITH A VALID PAYMENT METHOD FOR PAYMENT OF ALL FEES. 
    7. Privacy. Your use of the App is subject to the GravityNav’s Privacy Policy, located at www.tiltnav.com/privacy-policy as may be updated from time to time and you hereby grant GravityNav permission to collect, use and store information and technical data associated with your Shopify store, including but not information about you and/or your customers, in accordance with the terms of GravityNav’s Privacy Policy.  You represent and warrant that (i) GravityNav is entitled to use any customer data provided by you as needed to provide the App and any related services, (ii) any data you submit to the GravityNav during or in connection with your use of the App, has not been collected, stored, or transferred in violation of any law or contractual obligation applicable to you. If the App will have access to your customer’s or employee’s data or personal information, you shall cause each customer or employee to consent to the collection, use, storage and transmission of data to third parties prior to the collection of such data in a manner consistent with applicable law.
    8. Term and Termination.  This Agreement shall be effective upon your receipt of the App and shall terminate upon the earlier of: (i) your failure to comply with any term of this Agreement; or (ii) return, destruction or deletion of all copies of the App in your possession, and your notification of GravityNav and Shopify of the same.  Upon termination of this Agreement by GravityNav, you shall, upon the request of GravityNav, certify in writing to GravityNav that all copies of the App, or any portion thereof, have either been returned to GravityNav or otherwise destroyed or deleted.  You will remain liable for all Fees incurred prior to termination.  Additionally, the following provisions shall survive any expiration or termination of this Agreement: Sections 3, 4, 7 through 11 and 15.
    9. User Warranty and Indemnity.  You represent and warrant that you have all necessary right, title, and interest to operate the App, including all necessary rights to any third party materials, application or services that you use in connection with your operation of the App, without infringing third party intellectual property rights.  You agree, to the extent permitted by law, to indemnify, defend, and hold harmless GravityNav and its successors, officers, directors, agents, and employees from and against any and all actions, causes of action, claims, demands, costs, liabilities, expenses, judgments, proceedings, and damages (including attorney fees) arising from your actual or alleged breach of the warranty in this Section 9, your violation of any third-party right (including any intellectual property right or publicity, confidentiality, other property, or privacy right), any dispute or issue between you and any third party, or your failure to comply with any other term of this Agreement.  GravityNav reserves the right, at GravityNav’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those matters. 
    10. Disclaimer.  YOU ACKNOWLEDGE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP, AS WELL AS ANY RELATED SERVICES PROVIDED BY GRAVITYNAV, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS, AND GRAVITYNAV MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRAVITYNAV HEREBY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRAVITYNAV DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE APP OR ANY SERVICE OR DEVICE ON WHICH APP HAS BEEN LOADED, THAT ANY OF THE FOREGOING IS ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE APP WILL MEET YOUR REQUIREMENTS, OR THAT ITS OPERATION WILL BE UNINTERRUPTED.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GRAVITYNAV OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRAVITYNAV IS NOT RESPONSIBLE FOR DAMAGE THAT OCCURS AS A RESULT OF ANY FAILURE TO FOLLOW THE INSTRUCTIONS THAT CAME WITH THE APP.  GRAVITYNAV EXERCISES NO CONTROL OVER AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON YOUR USE OF THE APP.  YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF GRAVITYNAV TO ANY THIRD PARTY.  SINCE SOME STATES AND JURISDICTIONS DO NOT ALLOW ALL OF THE WARRANTY DISCLAIMERS SET FORTH HEREIN, SOME OF THESE PROVISIONS MAY NOT APPLY TO YOU. 

    GRAVITYNAV DOES NOT MAKE ANY GUARANTEES, REPRESENTATIONS, OR WARRANTIES REGARDING YOUR USE OF SHOPIFY OR THE SHOPIFY APP STORE AND YOU AGREE THAT GRAVITYNAV WILL HAVE NO LABILITY TO YOU IF SHOPIFY MODIFIES THE SHOPIFY SERVICE, REMOVES THE APP, OR REMOVES THE SHOPIFY APP STORE. WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GRAVITYNAV DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT THE APP OR THE SHOPIFY APP STORE OR SHOPIFY SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND GRAVITYNAV DISCLAIMS ANY LIABILITY RELATING THERETO.

    gravitynav SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU to the APP that is collected by gravitynav, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND to the fullest extent permitted by applicable law, gravitynav HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.

    Notwithstanding the forgoing GRAVITYNAV does not disclaim any warranty or other right that GRAVITYNAV is prohibited from disclaiming under applicable law.

    1. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL GRAVITYNAV BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE APP, EVEN IF GRAVITYNAV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL GRAVITYNAV’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR THE APP.  The foregoing limitations will apply even if a stated remedy fails its essential purpose.
    1. Modifications GravityNav may modify this Agreement from time to time, and changes will be effective upon posting to http://www.tiltnav.com/terms or inclusion in the App. You agree to be bound by any modification of this Agreement when you use the App, effective after its posting as described above. It is therefore your responsibility to review this Agreement periodically to ensure that you stay abreast of any changes. For material changes, GravityNav may require you to accept the new version of the Agreement before you can use any update to the App.
    2. Export Restrictions.  You may not export or re-export the App without (i) obtaining the prior written consent of GravityNav; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.
    3. Open Source Software. The App may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute such components (“Open Source Components”).  Although the App is provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining such Open Source Components under the applicable third-party licenses or to limit your use of such Open Source Components thereunder.
    4. General.  This Agreement is governed by the laws of the State of California, without reference to its conflict of laws principles.  Any dispute between you and GravityNav regarding this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located within the Northern District of California in connection with any action arising under this Agreement.  This Agreement is the entire agreement between you and GravityNav relating to the subject matter hereof and supersedes all prior discussions, proposals and understandings between the parties.  This Agreement, and the terms and conditions herein, may not be modified, amended, altered, or deleted unless agreed to by an officer of GravityNav in writing.  Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, except that either party may assign this Agreement and all of its rights and obligations hereunder without the other party's consent to an entity that acquires all or substantially all of the business or assets of the assigning party to which this Agreement relates, in each case whether by merger, sale of assets, or otherwise, provided that such entity assumes all of the obligations of the assigning party under this Agreement.  Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.  GravityNav’ failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights.  If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect.  By using the App, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that GravityNav sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
    5. Questions.  Should you have any questions concerning this Agreement, or if you desire to contact GravityNav for any reason, please contact GravityNav at contact@gravitynav.com