Grafted Terms of Service
LastUpdated: June 4, 2020
WELCOME TO GRAFTED!
We are a career development platform that empowers institutions to help us serve students, alumni and employers for the purpose of personal and professional development.
This Terms of Service (the “Terms”) applies to your use of Grafted mobile applications, the getgrafted.com website, and any other associated Grafted services(the “Services”). These Terms also govern your relationship with Parallel LLC dba Grafted, a North Carolina limited liability company (“Grafted,” “we,” “us,” or “our”).
Grafted will update these Terms over time, and the “Last Updated” date at the top of the Terms will list the last date we updated these Terms. In the event we make minor changes that do not materially affect your rights, we will post the updated Terms on the website. If we make a change that materially affects your rights, we will notify you by email and through the Grafted Services, and by requiring you to review and accept updated Terms before continuing to use the Services.
If you are a community organizer with a separate written agreement with Grafted that states that it supersedes these Terms (for example, if you are a Community Customer), then to the extent there is any conflict between the documents, the provisions in your other agreement applies.
IMPORTANT NOTICE: READ THESE TERMS CAREFULLY. THESE TERMS INCLUDE BINDING ARBITRATION AND A CLASS ACTION WAIVER. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS IN THESE TERMS,PLEASE DO NOT USE THE SERVICES.
If you are a member, you will need to create a member account (a “Member Account”) to use Grafted.
Creating a Member Account Associated with your Community Customer
You may create a Member Account if you are a student, alumnus, community professional, or guests at a Grafted Community Customer (“Customer”). Customers use Grafted as a service provider to manage community, curate broadcasts, facilitate video calls and build community among students, alumni, Community Customer professionals, and employer Customers. When Community Customers sign-up for Grafted, we often deploy a custom-branded mobile app. In these instances, you will access Grafted through your community’s custom-branded mobile app. Community Customers may also send us personal information about their students so that Grafted can provide these services.
Initially, your Community Customer will notify you with information about how to create or enable your Member Account. As you create your Member Account, and we confirm your association with your Community Customer, we may pre-populate some information for your profile with information your Community Customer provides to Grafted.After your Community Customer approves your Member Account, Grafted will generate your member profile (“Member Profile”), which will be publicly viewable within Grafted. In short, only if you opt-in by completing the onboarding process will you have a public Member Profile.
Please note that Community Customers also have the ability to manually edit certain profile fields about their members using Grafted. We encourage you to review this information for accuracy and completeness. Some of this information may be locked by your Community Customer and you cannot edit such information using Grafted. If you believe any pre-populated information is incorrect, please contact your Community Customer.
We count on you to truthfully provide the information necessary to create a MemberAccount, and you agree not to misrepresent any information about yourself in creating or updating your Member Account.
Please keep in mind the importance of keeping your Member Profile, as well as other content and communications with Grafted, professional. You are responsible for all content you upload to Grafted, and we prohibit content that is violent, discriminatory, threatening, pornographic, or otherwise sexually suggestive. You also agree not to harass, bully, abuse, intimidate, or impersonate other people or entities. In general, you further agree to refrain from using the Grafted Services for any illegal or unauthorized purpose, including fraud, identity theft, copyright infringement, or spam.
Information from your Member Account becomes a public Member Profile only when you opt-in by completing on-boarding and when your Community Customer approves your access. You can change your profile information at any time while your account is active by accessing and editing your Member Account in the mobile app. This includes completely opting-out of participating by deleting your Profile.
EMPLOYER CUSTOMER ACCOUNTS
If you are an Employer Customer, you will need to have an Employer Customer account (“Employer Customer Account”) to access Grafted. Employer Customers are employers that the Community Customer invites into the Grafted CommunityCustomer platform.
Creating an EmployerCustomer Account Associated with a Community Customer
You may create your Employer Customer Account and gain access to a Grafted CommunityCustomer upon the approval of each Community Customer.
EmployerCustomer Account Guidelines
We count on you to truthfully provide the information necessary to create an EmployerCustomer Account, and you agree not to misrepresent any information about yourself in creating or updating your Employer Customer Account.
Community Customer Accounts have administrative access to all Grafted Community Customer data, including all Member Accounts and Employer Customer Accounts. Community CustomerAccounts are responsible for approving access to their Grafted Community Customer platform for their Member Accounts and Employer Customer Accounts.
Any content you submit belongs to you. Grafted does not make any claim of ownership of any Content that you post on the Services. When you submit your content on or through the Services, you grant to Grafted a non-exclusive, transferable, sub licensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform and distribute your content, but only in connection with operating and providing the Grafted Services.
You are solely responsible for your content. You represent and warrant that you own your content or that you have all rights necessary to grant us a license to use your content as described in these Terms. You also represent and warrant to Grafted that your content, and the use and provision of your content on the Services will not: (a) infringe or violate a third party’s intellectual property rights such as patent, copyright, trademark, trade secret, moral rights, or rights of publicity or privacy; (b) violate, or encourage others to violate, any applicable law or regulation or in any way would give rise to potential liability; (c) be fraudulent, false, misleading or deceptive; (d) be pornographic, obscene, vulgar, or otherwise offensive; (e) promote discrimination, bigotry, racism, hatred, harassment or harm against any individuals or groups; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (g) promote illegal or harmful activities or substance abuse.
GRAFTED INTELLECTUAL PROPERTY
TheServices, including all Grafted content, as well as the selection, arrangement, and composition of such information are proprietary property of Grafted, its suppliers, and licensors and are protected by United States and international intellectual property laws, including but not limited to trademark and copyright laws. You agree not to remove, alter, or obscure any copyright, trademark or proprietary rights notice incorporated in or accompanying the Services.
YOUR LICENSE TO USE GRAFTED
Subject to your compliance with these Terms, Grafted hereby grants you, a personal, worldwide, royalty-free, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services solely for the intended use of the Services. You may not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or architectural framework for theServices (except to the extent specifically permitted by applicable law). You also may not access, download, monitor, or copy any information or content contained on or in the Services through automated or artificial means(including, but not limited to, screen and database scraping, spiders, robots, crawlers, deep-link, or any similar or equivalent automatic or manual process),or in any way obtain or attempt to obtain any content or information through any means that Grafted does not intentionally make available through theServices.
LIMITS AND TERMINATION
Grafted reserves the right to limit your use of the Services. Grafted reserves the right to restrict, suspend, or terminate your access, with notice, if Grafted believes that you may be in breach of these Terms. Grafted may change any of its Services at any time without notice. We have no obligation to store, maintain, or provide a copy of any content or information except as required by applicable law.
TheseTerms are effective until terminated by Grafted, and Grafted may terminate theseTerms, or suspend or terminate your access and use of the Services at any time, with or without cause, in Grafted's absolute discretion and without notice. The following provisions of this Agreement shall survive termination of your use or access to the Site: the sections concerning Disputes, Indemnification, BindingArbitration, Class Action Waiver, Limitation of Liability, and MiscellaneousTerms, and any other provision that by its terms is intended to survive your use or access to the Site.
Third-Party Intellectual Property
Monitoring of the Site
Grafted has no obligation to monitor the Site. However, you acknowledge and agree that Grafted has the right to monitor the Services electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Site, or to protect itself or other users of the Site.
This Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to applicable law or regulation. By offering this Site and Content no distribution or solicitation is made by Grafted to any person to use the Site or Content in jurisdictions where the provision of the Site and/or Content is prohibited by law.
GOVERNING LAW AND DISPUTE RESOLUTION
The laws of the Commonwealth of Virginia will govern these Terms, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
The arbitration will be conducted by the American Arbitration Association (AAA)under its then-applicable rules, including (as appropriate) its SupplementaryProcedures for Consumer-Related Disputes. The AAA's rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single, independent, and neutral arbitrator. For any hearing conducted in personas part of the arbitration, you agree that the hearing will be conducted in Mecklenburg County, North Carolina. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
You may decline this agreement to arbitrate so long as you contact us at firstname.lastname@example.org within thirty (30) days of first accepting these Terms and stating that you decline this arbitration agreement.
Class Action Waiver
ANY DISPUTE WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS. IN NO INSTANCE WILL ANY DISPUTE BE RESOLVED IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IN NO INSTANCE WILL ANY DISPUTE BE RESOLVED IN A CLASS ARBITRATION, CLASS ACTION,PRIVATE ATTORNEY GENERAL ACTION, OR OTHER CONSOLIDATED ARBITRATION. YOUR ACCESS AND CONTINUED USE OF THE SERVICES SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION,WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN COURTS OF COMPETENT JURISDICTION LOCATED IN MECKLENBURG COUNTY, NORTH CAROLINA. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OFSUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and Grafted may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect intellectual property rights, whether in aid of, pending or independently of the resolution of any Dispute pursuant to the arbitration procedures set forth above.
DISCLAIMERS AND LIMITATIONS OF LIABILITY
Grafted Services “AS-IS”
Your access and use of the Grafted Services is completely at your own risk. You acknowledge, understand, and agree that theServices are provided on an “AS-IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, GRAFTED DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Nothing will create any warranty not expressly made herein.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER GRAFTED NOR ANY OTHER PARTY INVOLVED IN THE SERVICES WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY ORANY OTHER LEGAL THEORY, AND WHETHER OR NOT GRAFTED HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE FOR: (A) ANY INCIDENTAL, SPECIAL,EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSSOF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C)THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE SERVICES; OR (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OFTHE SERVICES.
IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF GRAFTED AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE TERMS AND SERVICES, ORFROM THE USE OF OR INABILITY TO USE THE SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED ONE HUNDRED US DOLLARS ($100).
You agree to release, defend, indemnify, and hold harmless Grafted and its affiliates and subsidiaries, and their respective officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services or your violation of these Terms.
These Terms, and any rights and license granted hereunder, may be transferred or assigned by either Party only with the other Party’s prior written consent, not to be unreasonably withheld. Notwithstanding the foregoing, Company may assign this Agreement with the Customer’s consent in connection with a corporation reorganization, sale, or other disposition of substantially all of the assets of the Company.
These Terms constitute the entire agreement between you and Grafted concerning the Services and supersede all prior or contemporaneous communications of any kind between you and Grafted with respect to the Services. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, and the remainder of these Terms shall remain in full force and effect.
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Grafted’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
If you have questions about these Terms, please contact us by email at email@example.com.