Terms of Service

Last updated: [DATE]

1. Agreement to Terms

1.1 Agreement

These Terms of Service (these “Terms” or this “Agreement”) contain the binding terms and conditions between you and [GRAILROW LEGAL ENTITY NAME] (“GrailRow,” “we,” “our,” or “us”) applicable to your access to and use of the website located at www.grailrow.com (the “Site”), our mobile application (“App” and, together with the Site, the “Platform”), as well as the services described in this Agreement and such other services that we may offer from time to time (collectively, the “Services”).

PLEASE BE AWARE THAT SECTION 14 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND GRAILROW. SECTION 14 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION, AND A CLASS ACTION AND JURY TRIAL WAIVER.

1.2 Amendments to this Agreement

We may amend this Agreement at any time by posting the amended agreement on the Site (a “Modified Agreement”). Any Modified Agreement will be effective upon posting. Your continued use of the Services after the posting of a Modified Agreement constitutes your acceptance to the Modified Agreement. If you do not agree with any such changes, your sole and exclusive remedy is to terminate your use of the Services and your Account (defined below) may be terminated in our sole discretion.

1.3 Agreeing to these Terms

Your acceptance of this Agreement occurs when you use any part of the Platform, access any Service, or, if earlier, by providing us with a written or electronic signature from clicking on an “I Agree” button or check box presented with these Terms. Upon your taking of any of the foregoing actions, you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement and any materials, documents, and attachments referenced in or related to this Agreement.

2. Eligibility

2.1 General Requirements

To be eligible to use the Services, you must be at least eighteen (18) years of age or the legal age of majority in your jurisdiction (if this is higher), capable of forming a binding contract with us, and are not barred from using the Services under any applicable law. By using the Services, you represent and warrant to us that you:

1. (a) are at least the legal age required to form a binding contract with us;
2. (b) have the full right, power, and authority to agree to these Terms; and
3. (c) if you are entering into these Terms on behalf of a legal entity, you have the authority to bind such legal entity to these Terms, in which case the terms “you” and “your” shall refer to you and/or the legal entity.

2.2 Additional Requirements

Your use of the Services is subject to applicable law, regulations, and sanctions. By using the Services you represent and warrant that you are not:

1. (a) subject to applicable sanctions or restrictions including economic sanctions, export restrictions, anti-money laundering law, and trade sanctions, imposed, administered, or enforced by the United Nations Security Council, the Office of Financial Sanctions Implementation part of the HM Treasury, the United States Department of Treasury’s Office of Foreign Asset Control, and the United States Department of State;
2. (b) located in or a citizen or resident of Cuba, Iran, North Korea, Sudan, Russian-occupied regions of Donetsk, Luhansk, or Crimea, any other jurisdiction subject to comprehensive United States embargo, or where your use of the Services would otherwise violate any applicable law; or
3. (c) subject to United States sanctions regardless of whether you are listed on a U.S. Office of Foreign Assets Control sanctioned parties list, United Nations Security Council Resolutions, HM Treasury’s financial or other sanctions regime, or if your name is placed on the U.S. Commerce Department’s Denied Persons List, Unverified List, or Entity List.

We make no representations or warranties, express or implied, as to the lawfulness of your access or use of any Service or the Platform.

3. Accounts

3.1 Account Registration

To use certain Services, you must create an account (“Account”). By creating an Account, you agree and represent that you have created your Account and you will use your Account only for yourself and not on behalf of any third party. You agree to provide true, accurate, and complete information in connection with the registration of your Account. You further agree to keep your Account information accurate, current, and complete at all times. We will have no liability or responsibility for any permanent or temporary inability to access or use the Services as a result of our inquiries.

3.2 Account Security

You acknowledge and agree that you are responsible for all activities that occur on or related to your Account and accept all risks related to or in connection with activity associated with your Account. You further agree that you are responsible for maintaining adequate security and control of any and all IDs, passwords, hints, personal identification numbers, API keys, or other codes associated with your Account, the Services, and the Platform. You are solely responsible for the retention and security of the access credentials, recovery codes, and any other information or data required to access or use your Account, Wallet, or mobile device (“Access Credentials”). You agree to hold us, our affiliates, representatives, agents, and personnel harmless from, and no such party shall be liable in any way, for any loss of your Access Credentials. You also agree to bear sole responsibility for any loss of funds and other assets connected to your Account due to failure to retain or secure your Access Credentials.

3.3 Account Ownership

Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of GrailRow.

3.4 One Account

By creating an Account, you agree and represent that you have created your Account and will use your Account only for yourself and not on behalf of any third party. You are allowed only one Account. If we suspect another person is using your Account then we, in our sole discretion, reserve the right to terminate, suspend, or restrict your Account. If we determine, in our sole discretion, that you have created or used more than one Account, we may terminate, suspend, or restrict any or all of those Accounts, and any promotional credits, Rewards, and Row Points in any of them will be forfeited.

3.5 Verification

We may, at any time, require you to verify your identity, age, location, or payment method, including by providing government-issued identification, a photograph of yourself, or other information, to us or to a third-party verification provider. Until you complete verification to our satisfaction, we may suspend your Account, restrict purchases, and withhold any withdrawal or shipment. If we cannot verify that you meet the requirements of Section 2, we may close your Account.

4. Cases

4.1 Overview of the Services

We make a digital marketplace available to users who are interested in collecting watches and any such other assets that we make available on the Platform (collectively, “Assets”). The Platform has an integrated digital wallet feature that facilitates how certain funds are used on the Platform (“Wallet”).

4.2 Case Purchases

The Platform enables users to purchase watches by buying and opening cases offered on the Platform (each, a “Case”). Every Case contains one Asset, which is selected from the Assets listed for that Case and revealed to you digitally when the Case is opened. The Assets included in a Case and the probability of receiving an Asset in each tier of that Case are made available on the Platform before you purchase it. The purchase of a Case is a FINAL SALE and we cannot accept returns or issue refunds for any Case purchase.

4.3 Nature of Purchase

When you purchase a Case, you are purchasing the Case experience, which includes the Asset revealed from that Case, and you have no right or interest in any particular Asset, other than the right to ship it or sell it back to us under Sections 5.1 and 5.2, unless and until that Asset has been delivered to the carrier for shipment to you.

4.4 Determination of Outcomes

The Asset you receive from a Case is determined when you purchase the Case and is recorded at that time, including by the cryptographic seal displayed to you on the Platform (the “Seal”). Any animation or other visual presentation shown while a Case is opened is for entertainment only, may show Assets you did not receive, and does not affect or indicate the outcome. If anything displayed on the Platform conflicts with the outcome recorded by the Seal, including because of a display error, interruption, or malfunction, the outcome recorded by the Seal controls. If a malfunction prevents an outcome from being recorded, our only obligation is to return the price you paid for that Case.

4.5 Modification of Cases

Any Case, including the Assets it contains and the probability of receiving them, may be changed, replaced, or removed at any time.

5. Assets, Buyback, and Delivery

5.1 Buyback Offers

After you open a Case, we may send you an offer to buy the Asset revealed to you (“Buyback Offer”), based on its estimated value (“Buyback Price”). Any Buyback Offer made is determined solely by GrailRow and is not subject to negotiation or debate.

5.2 User Election

You are required to choose between shipping the Asset and selling the Asset back to us at the Buyback Price, if any. The Asset will be automatically sold back to us if you fail to ship the Asset within the time period specified on the Platform (“Buyback Period”). You acknowledge and agree that whether you choose to sell the Asset back to us or not, your option is final and irrevocable, and no reversal, refunds, or other changes will be permitted after the Buyback Period expires.

5.3 Unavailable Assets

If an Asset you have received is unavailable for any reason, including because it cannot be sourced or is lost or damaged before it ships, we may, in our sole discretion, provide a substitute asset of equal or greater Listed Value (as defined in Section 7.4) or credit your Wallet with the Buyback Price for that Asset, and doing so fully satisfies our obligations to you for that Asset.

5.4 Shipping

Not all delivery options are available in all areas, nor are the same Assets available in all areas. Except as otherwise provided below, the risk of loss and title for Assets you purchased passes to you upon delivery of the Assets to the carrier. Once Assets are in transit, we are not responsible for loss, theft, or damage unless otherwise required by law. Claims related to missing or undelivered Assets may be subject to investigation, which may include coordination with the shipping carrier and/or verification of delivery records. We ship only to addresses in the United States, and shipments may require an adult signature. If a shipment is refused, cannot be delivered, or is returned to us for any reason, including an incorrect or incomplete address, we may sell the Asset back to us at the Buyback Price and credit your Wallet, less any shipping costs we incurred, and doing so fully satisfies our obligations to you for that Asset.

5.5 Product Images

We make efforts to display accurately the colors, features, specifications, and details of the products available on the Platform. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors. Your electronic display may not accurately reflect the actual colors and details of the products.

6. Wallet, Payments, and Fees

6.1 Wallet

Your Wallet is a record of amounts available for use on the Platform. It is not a bank account, deposit account, or payment instrument, does not earn interest, and is not insured by the Federal Deposit Insurance Corporation or any other government agency. Your Wallet may hold amounts you deposit and amounts from Buyback Offers you accept (“Cash”) and promotional amounts we provide (“Promotional Credit”). Only Cash may be withdrawn, and only to a payment method in your name, subject to the minimums, limits, verification requirements, and processing times shown on the Platform. We may place a hold on, delay, or refuse any deposit or withdrawal, and may deduct from your Wallet any amount you owe us under these Terms, including amounts arising from errors, chargebacks, or Prohibited Uses.

6.2 Additional Features

We do not assume responsibility for any errors, delays, or service disruptions related to your Wallet or Vault, nor for any loss or damage arising from your use of your Wallet or Vault in your Account through the Platform or Services. We may suspend or terminate your access to the Wallet integration at any time without liability. Further, we reserve the right to modify or discontinue the Wallet, Vault, and/or Leaderboard features and access thereto, with or without notice at any time.

6.3 Terms of Sale

All pricing and payment terms for Assets (“Purchase Terms”) are as indicated at the point of sale or otherwise on the Platform in connection with such Asset and/or the Services.

6.4 Use of the Services

You understand and agree that all purchases made through the Platform are final, non-reversible, and non-refundable. You affirm that you possess legal authority and capacity to conduct transactions and agree to provide accurate financial information. You acknowledge that we do not offer any guarantee or warranty, express or implied, on the authenticity of any Asset. It is your responsibility to consider these and any other applicable risks when using the Services or the Platform.

6.5 Purchase Terms

Assets are made available at prices and subject to purchase terms and/or methods identified on the Platform.

6.6 Payment

When you pay for a Case with an eligible credit card or debit card (“cards”) or elect to make payment by means of wire transfer, you must supply certain details about your payment method in accordance with the Purchase Terms. You agree to pay all applicable fees and charges related to each transaction you make through the Services or on the Platform. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions. By purchasing a Case, you consent and authorize our use of the Payment Processor to process your purchase. We disclaim all liability with regards to any fees or problems you have with our Payment Processor. If you initiate a chargeback or other payment dispute for any purchase or deposit, we may suspend your Account while the dispute is pending, sell back to us at the Buyback Price any Asset in your Account that has not shipped, deduct the disputed amount and any fees we incur from your Wallet, and recover from you any remaining amount, including the value of any Asset or Row Points you received with the disputed funds.

6.7 Prices, Taxes, and Fees

Unless otherwise indicated, the prices listed for Cases and any of the Services we provide do not include sales tax, shipping, and handling charges. You are solely responsible for determining and paying (or reimbursing for the payment of) any and all sales, use, value-added and other taxes, duties, and assessments (excluding taxes imposed on our net income) now or hereafter claimed or imposed by any tax or other governmental authority associated with your interactions and transaction via the Platform, or Services (“Taxes”). You will pay or reimburse us for all Taxes of any jurisdiction (whether national, federal, state, local, foreign or other), including value added taxes and other similar amounts as are now or hereafter may be imposed under the authority of any national, federal, state, local, foreign or other taxing jurisdiction; and will not be entitled to deduct the amount of any such Taxes or amounts levied in lieu thereof from payments made pursuant to this Agreement.

6.8 Unclaimed Property

In order to receive redeemable funds, you must have current and accurate information related to your payment account. After the statutorily required account dormancy ends, we will escheat any unclaimed funds to the relevant authorities as necessary and may charge a dormancy fee, subject to applicable rules and regulations.

6.9 Disclaimers

Please note that we reserve the right to decline or cancel orders placed on the Platform or Services in our sole discretion, in whole or in part, at any time, including after acceptance, in which case we will return any amounts already paid for any portions of any orders that have been cancelled. We will have no liability for any such declined or cancelled orders. We may also limit the quantity of Cases or other products or services available to purchase, whether generally or by any individual user, at any given time or period or in connection with any specific Service or the Platform. If any price, probability, Listed Value, Buyback Price, balance, or other information on the Platform is wrong because of a typographical, pricing, or system error, we may correct the error and may cancel, reverse, or adjust any purchase, Case opening, Buyback Offer, sale back to us, Reward, Row Points credit, or balance affected by it, including after it has been completed, and we may recover any amount credited or paid to you because of the error, including by deducting it from your Wallet.

6.10 Access Termination

We may prohibit any user from purchasing a Case, Asset, or accessing or using the Platform or Services, in our sole discretion and for any reason. We also reserve the right to cancel any offer of sale in connection with the Platform or Services.

7. Rewards, Row Points, and Promotional Credit

7.1 Reward Activities

In connection with the Services, we may offer or make available certain incentives, prizes, points, or rewards for completing, participating, or otherwise completing activities like user referrals or performing a certain number of transactions through the Platform (“Rewards”). Any Reward that we may offer or make available from time to time, whether on the Platform, the Services, or otherwise, is subject to these Terms and any other applicable term or provision directly or indirectly related to or in connection with the Reward.

7.2 Reward Rates

Any information or communication made by us regarding the potential amount of a Reward is an estimate only. We do not, in any way, represent, warrant, covenant, or guarantee the rate, multiplier, or other formula used to calculate Rewards (collectively, “Reward Rates”) will, at any time, remain the same and may fluctuate up or down from time to time. You acknowledge and agree that any representations, whether express or implied regarding any Reward Rate may be based on factors including but not limited to an estimate based on general market rates and special rates during promotional periods.

7.3 Additional Reward Terms

By accepting these Terms, you hereby unconditionally and irrevocably confirm and agree that you understand and accept any and all risks and liabilities including financial loss arising from or in connection with Rewards. You further agree and consent that you have all necessary rights and title to any funds that you transfer to your Wallet, use to purchase any Case, or otherwise use in connection with the Platform or the Services, including any Reward. We reserve the right to change, modify, discontinue, or cancel any Reward we offer at our sole discretion, at any time, and without notice to you.

7.4 Row Points

If the value we list on the Platform for the Asset revealed to you from a Case (its “Listed Value”) is less than the price you paid for that Case, we will credit your Account with Row Points equal to the difference, at one (1) Row Point for each one U.S. dollar ($1.00) of difference, when you ship that Asset or it is sold back to us under Section 5.2. Row Points may be redeemed only for goods offered in the GrailRow Boutique, at one (1) Row Point for each one U.S. dollar ($1.00) of the listed price of those goods. Row Points have no cash value and cannot be withdrawn, exchanged for cash, sold, or transferred. Row Points expire if your Account has no Row Points activity for three hundred sixty-five (365) consecutive days. We may change or discontinue the Row Points program at any time, but no change will reduce Row Points already credited to your Account. Sections 7.2 and 7.3 do not apply to Row Points already credited to your Account.

7.5 Promotional Credit

Promotional Credit (as defined in Section 6.1) may be used only as permitted on the Platform, has no cash value, and cannot be withdrawn or converted to Cash until any usage or other requirements stated in the applicable offer or on the Platform have been met. Unless an offer states otherwise, Promotional Credit is applied before Cash when you purchase a Case, and the portion of any Buyback Price attributable to Promotional Credit is added to your Wallet as Promotional Credit. We may void Promotional Credit, and any Assets, Buyback Prices, or Row Points obtained with it, if we believe it was obtained or used in violation of these Terms or the applicable offer.

8. Leaderboard

8.1 License Grant

If you appear on the Leaderboard or any similar feature, you grant us a worldwide, royalty-free, non-exclusive license to display, reproduce, and distribute your display name, the Assets you have received, the Cases you received them from, your ranking and crowns, and related information, on the Platform and in our marketing and social media channels, without compensation to you. We are not required to remove anything already published.

8.2 Weekly Rewards

From time to time we may offer rewards, including Row Points, to Users who rank highest on the Leaderboard during a period we determine, measured by crowns or by any other measure we set. Crowns have no monetary value, are not property of any User, cannot be transferred, sold, or redeemed for cash or anything of value, and are reset at the end of each period. We determine rankings, eligibility, the treatment of ties, and the amount and form of any reward in our sole discretion, and our determination is final. We may disqualify any User and withhold or reverse any reward that we believe was obtained through fraud, the use of more than one Account, automated means, or any breach of these Terms. We may modify, suspend, or discontinue rewards, crowns, or the Leaderboard at any time, with or without notice, and no such change will entitle you to any compensation.

9. Prohibited Activities and User Representations

9.1 Prohibited Activities

You may not access or use the Services to engage in any of the following categories of activity (each a “Prohibited Use”). The specific types of activities listed below are representative, but not exhaustive.

1. (a) Unlawful Activity: activity which, in any way, would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions programs administered in the jurisdictions where we offer the Services; publishing, distributing, or disseminating any unlawful material or information.
2. (b) Abusive Activity: activity which interferes with another individual’s access to or use of the Services including but not limited to exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content; defame, abuse, extort, harass, stalk, threaten, or otherwise violate or infringe the legal rights of others; ask for personally identifiable information, or otherwise; transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation; to impersonate or attempt to impersonate GrailRow, an employee, another user, or any other person or entity (including, without limitation, by using email addresses, screen names, or similarly named or commonly misspelled URLs); engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services; incite, threaten, encourage, or promote hate, racial intolerance, or violent acts against others.
3. (c) Fraud: activity which operates to deceive or defraud, or attempt to deceive or defraud, us, any users or any other person, including without limitation providing any false, inaccurate, or misleading information whether directly through the Services or through an external means that affects the Services with the intent to unlawfully obtain the property of another or to provide knowingly or recklessly false information, including in any way that causes inaccuracy among the content on the Services.
4. (d) Harmful Activity: activity that causes the Services or the Platform or the underlying software or hardware, or any Service functionality, feature, tool, process, or program to work other than as intended; damage our reputation, or impair any of our legal rights or interests; engage in any activity or behavior that violates any applicable laws concerning, or otherwise damages, the integrity of the Services or any other service or software which relies on the Services; use the Services in any manner that could disable, overburden, damage, impair, or interfere with the Services, including the ability to engage in real time activities through the Services; use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Services; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services or information in connection with the Services is stored, or any server, computer, or database connected to the Services; through the use of a VPN software or any other privacy or anonymization tools or techniques intended to circumvent, or attempt to circumvent, any restrictions that apply to the Services.
5. (e) Intellectual Property Infringement: violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable law or regulation or that otherwise may be in conflict with these Terms; engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy, or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, software, or other licensed materials without the appropriate authorization from the rights holder; use of our intellectual property, name, or logo, including use of any of our trade or service marks, without our express consent or in a manner that otherwise harms us or our brand; any action that implies an untrue endorsement by or affiliation with us.
6. (f) Commercial Activities: using the Platform or Services for any purpose other than that for which GrailRow makes the Services available; reproducing, duplicating, copying, selling, trading, reselling, or exploiting for any commercial purpose any portion of the Platform or Services, or access to or use of the Platform and/or Services; and using the Services or Platform or any part thereof for any commercial purpose including communicating, or facilitating any commercial advertisement or solicitation.
7. (g) Promotional and Account Abuse: creating or using more than one Account; using any promotional code, promotional credit, Reward, or Row Points in a way these Terms or the applicable offer do not permit; using a payment method you are not authorized to use; using any automated means to purchase or open Cases; or exploiting any error, bug, or defect in the Platform, including any error in a price, probability, Listed Value (as defined in Section 7.4), Buyback Price, or balance.

9.2 User Representations

Without limitation to any other term or condition in these Terms, you represent and warrant to us that:

1. (a) you will not engage in any Prohibited Use;
2. (b) you will abide by any and all applicable laws of the jurisdiction where you are located, all local, national, and international practices regarding Internet use, and all network agreements, rules, and procedures related to or in connection with the Services;
3. (c) your interactions and transactions in connection with the Services will comply with applicable law and regulation in your jurisdiction;
4. (d) you have obtained sufficient information about the Services, the Platform, and all other services, applications, and features directly related to or in connection with the Services to make an informed decision regarding your use thereof; and
5. (e) you will bear the full responsibility for any and all activities that occur in connection with your use or access to the Services.

9.3 Platform Management

We reserve the right, but not the obligation, in our sole discretion to monitor the Platform and Services for violations of these Terms, take appropriate legal action against anyone who violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities, and otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform or Services.

10. Suspension and Termination

10.1 Service Stoppage

We may, at our sole discretion and without liability to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any part of the Services, the Platform, and any related product, service, or feature provided to you under or in connection with this Agreement. You acknowledge that our decision to take certain actions including limiting, suspending, or terminating your access to the Services, may be based on our confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.

10.2 Disclaimer

We will not be liable for any losses suffered by you resulting from any modification of the Services or the Platform or from any suspension or termination of your access to all or a portion of the Services. You acknowledge that Assets may fluctuate during any period during which your access to the Platform, the Services, and/or your Account has been suspended. You acknowledge and agree that in the event of permanent suspension or termination of the Services, funds associated with your Account and held in your Wallet may be lost and that we will have no liability for any such losses. You agree to indemnify and hold us and our affiliates, licensees, employees, agents, contractors, advisors, and service providers harmless from any claims resulting from any action taken by us and/or any of the foregoing parties during or taken as a consequence of any of the foregoing.

10.3 Effect of Termination

In addition to any and all remedies at law or equity, we may:

1. (a) block your Wallet(s) and any other application you used to access the Services from future access to the Platform or Services;
2. (b) delete, deactivate, or disable your Account and all related information and/or materials associated therewith, without liability to you;
3. (c) cancel any open transaction, or other use of the Services that are pending at the time of discontinuation or termination;
4. (d) in the event that your access is terminated due to a Prohibited Use, you will be subject to immediate sanction, including without limitation disgorgement and/or recoupment by us of any and all amounts payable by you to us, which will immediately become due and payable.

11. Mobile Application and Third Party Services

11.1 Third Party Services

The Platform may include, without limitation, links to sites, technology, applications, products, or services which are provided or made available to you by third parties (collectively, “Third Party Services”). You acknowledge and agree that your access or use of any Third Party Service is subject to the applicable third party’s terms and policies including Stripe, our third party payment service provider (“Payment Processor”).

11.2 Third Party Accounts

If, to the extent we permit, you use a third party service to register for or login to your Account or otherwise access or communicate with the Platform or Services (“Third Party Account”), you acknowledge and agree that your use of a Third Party Account:

1. (a) does not relieve you of any of your responsibilities under these Terms; and
2. (b) you will not cause us to be responsible for, and will indemnify us from, any liability arising out of the use of Third Party Account with any of Service or the Platform.

We reserve the right, in our sole discretion, to prohibit any Third Party Account from connecting to the Platform or otherwise being used in connection with the Services.

11.3 Third Party Data

We may rely on third party pricing tools (“Third Party Data”) to assist in determining the value of an Asset for purposes of presenting you with a Buyback Offer. Any such valuation is provided for convenience only and is an estimate. We do not guarantee or warrant the accuracy, reliability, or correctness of any pricing data used or displayed in connection with a Buyback Offer or any other valuation we may include on the Platform. You are solely responsible for determining whether the Buyback Price is reasonable or not.

11.4 Relationship with Third Party Providers

You acknowledge and agree that:

1. (a) you are solely responsible for any and all costs, charges, and fees arising from or related to your access or use of any Third Party Service, Third Party Account, and/or Third Party Data;
2. (b) any integration or communications between the Platform or Services with a Third Party Account or Third Party Service does not imply our endorsement or recommendation;
3. (c) we are not responsible for the availability, reliability, accuracy, or legitimacy of any Third Party Service, Third Party Account, or Third Party Data; and
4. (d) any dispute you have arising from or related to your interactions directly related to or in connection with a Third Party Service or Third Party Account including your intellectual property rights, is between you and the applicable third party.

11.5 License

Subject to these Terms, we hereby grant you a limited, revocable, non-sublicensable, non-transferable, and non-exclusive right to download the App on your compatible mobile device.

11.6 Software Updates

You understand and agree that you are responsible for downloading and upgrading your software and maintaining the latest version of the App on your mobile device. Failing to do so may result in you encountering content that contains out-of-date, missing, or incorrect information like important disclosures and agreement updates, as well as impacting your ability to access your Account. We will not be responsible for any losses, liabilities, fees, costs, or damages caused by your use of outdated software.

11.7 Apple App Store

If you download the App from the Apple App Store, you and we acknowledge that these Terms are between you and GrailRow only, and not with Apple Inc. (“Apple”), and that Apple is not responsible for the App or its content. Your license to use the App is limited to use on Apple-branded products that you own or control, as permitted by the Usage Rules in the Apple Media Services Terms and Conditions. Apple has no obligation to provide any maintenance or support services for the App. To the maximum extent permitted by applicable law, Apple has no warranty obligation with respect to the App; if the App fails to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, for the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession or use of it, including product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy, or similar legislation. Apple is not responsible for the investigation, defense, settlement, or discharge of any third-party claim that the App or your possession and use of it infringes that third party’s intellectual property rights. You represent that you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties. You must comply with any applicable third-party terms of agreement when using the App. Questions, complaints, or claims about the App may be sent to us at support@grailrow.com or [BUSINESS ADDRESS]. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary.

12. Intellectual Property

12.1 IP Rights

The Services, Platform, and any and all features, tools, and functionality including all information, software, text, displays, images, video, and audio, the design, selection, and arrangement thereof, and the “look and feel” of the Services, except any open source software, are owned by us (“GrailRow Materials”), our licensors, affiliates, or service providers and are protected by applicable and/or international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

12.2 Limitations on Use

In connection with your use of the Platform or Service you may use the GrailRow Materials solely as authorized by us for as long as we permit you to continue accessing the Services. Without limiting the foregoing, you agree not to:

1. (a) resell, lease, lend, share, distribute, or otherwise permit any third party to use the Services, GrailRow Materials;
2. (b) modify or create derivative works of the Services or GrailRow Materials, or any portion thereof, or any data or information received by you in connection therewith;
3. (c) frame, display, or incorporate the Services or GrailRow Materials in any website or any other work of authorship;
4. (d) decompile, disassemble, reverse engineer, or attempt to discover the source code of the Services or GrailRow Materials;
5. (e) use the Services or GrailRow Materials to design, develop, or create any competing product or service;
6. (f) use the Services or GrailRow Materials for any commercial or noncommercial purpose other than their intended purposes determined at our sole discretion;
7. (g) suggest, imply GrailRow or misrepresent any affiliation, connection, or partnership with, or endorsement by, GrailRow; or
8. (h) use the Services or GrailRow Materials in any service bureau environment.

12.3 Rights We Grant You

We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content, or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access, and display such software, content, and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.

12.4 Reservation of Rights

If your use or access to the Services is in breach of these Terms, your right to access the Services will stop immediately and you must, at our sole option, return or destroy any copies of the materials that you made directly or indirectly from the Services. No right, title, or interest in or to the Services is transferred to you, and all rights not expressly granted are reserved by us. You may freely use any open-source materials up to the limits provided, but in accordance with any requirements placed, by those materials’ open-source licenses. Any use of the Services not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other applicable laws.

12.5 Trademarks

Our name, the term “GrailRow,” and “GrailRow.com,” and any and all other related names, logos, product and/or service names, designs, and slogans are trademarks of GrailRow, its affiliates, or licensors.

12.6 Platform Content

We do not warrant the accuracy, completeness, or usefulness of any materials or information that we or a third party present on or through the Services and such information is made available solely for general information and education purposes. We disclaim all liability and responsibility arising from any reliance placed on such information or materials by you, any other user or person who may be informed of any of the Services contents, or by the actions or omissions of others interacting with the Services.

12.7 Feedback

Any questions, suggestions, ideas, feedback, reviews, or other information or materials regarding the Services that you provide us with (collectively, “Feedback”) are non-confidential. GrailRow will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise without acknowledgment, attribution, or compensation to you. You hereby assign to GrailRow all right, title, and interest to Feedback together with all associated intellectual property rights and waive any claim for, acknowledgement or compensation based on any Feedback or any modifications made based on any Feedback.

12.8 Relationship

GrailRow is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in your use of the Services. GrailRow does not provide investment, tax, or legal advice, and you are solely responsible for any transaction, investment, strategy, decision, or other act that you make when using the Services. We may provide educational material or information on the Platform, through the Services, social media account, or other channel of communication. No communication or information provided to you by GrailRow is intended as, or shall be considered or construed as, advice. You acknowledge and agree to the fullest extent such duties or liabilities are afforded by law or by equity, such duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated, and that we shall be held completely harmless in relation thereof.

13. Disclaimers, Limitation of Liability, and Indemnification

13.1 Disclaimer of Warranties

THE PLATFORM, IN WHOLE AND IN PART (INCLUDING, WITHOUT LIMITATION, ALL CONTENT, SERVICES, AND USER MATERIALS), ARE PROVIDED, TRANSMITTED, DISTRIBUTED, AND MADE AVAILABLE “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY:

(A) THAT THE PLATFORM AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;

(B) THAT DEFECTS OR ERRORS IN THE PLATFORM AND/OR SERVICES WILL BE CORRECTED;

(C) THAT THE PLATFORM AND/OR SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS;

(D) AS TO THE QUALITY, ACCURACY, COMPLETENESS AND VALIDITY OF ANY INFORMATION OR MATERIALS IN CONNECTION WITH THE PLATFORM AND/OR SERVICES;

(E) THAT YOUR USE OF THE PLATFORM AND/OR SERVICES WILL MEET YOUR REQUIREMENTS; OR

(F) THAT TRANSMISSIONS OR DATA WILL BE SECURE.

13.2 Limitation of Liability

BY ACCESSING THE PLATFORM, USING THE SERVICES OR DOWNLOADING THE SOFTWARE, APP, OR OTHER TECHNOLOGY WE PROVIDE YOU ACKNOWLEDGE AND AGREE THAT SUCH USE IS AT YOUR OWN RISK AND THAT NONE OF THE PARTIES INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR ANY OF GRAILROW, ITS AFFILIATES, SUBSIDIARIES OR ANY OF THEIR EMPLOYEES, AGENTS OR CONTRACTORS (COLLECTIVELY, “RELEASED PARTIES”) ARE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, OR ANY OTHER LOSSES, COSTS, OR EXPENSES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LEGAL FEES, EXPERT FEES, COST OF PROCURING SUBSTITUTE SERVICES, LOST OPPORTUNITY, OR OTHER DISBURSEMENTS) WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, THROUGH THE ACCESS TO, USE OF, RELIANCE ON ANY MATERIAL OR CONTENT ON THE PLATFORM AND/OR SERVICES, OR BROWSING OF THE PLATFORM AND/OR SERVICES OR THROUGH YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM AND/OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF THE RELEASED PARTIES IS LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID US IN THE 180 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

WITHOUT LIMITING THE FOREGOING, THE RELEASED PARTIES ASSUME NO RESPONSIBILITY, AND WILL NOT BE LIABLE, FOR ANY DAMAGES RELATING TO OR CAUSED BY ANY VIRUSES, BUGS, HUMAN ACTION OR INACTION OF ANY COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM.

THE RELEASED PARTIES CANNOT AND DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE PLATFORM.

13.3 Exceptions

Some jurisdictions do not allow the disclaimer, exclusion or limitation of certain warranties, liabilities and damages, so some of the above disclaimers, exclusions and limitations may not apply to you. In such jurisdictions, our warranties and liability will be limited to the fullest extent permitted by applicable law.

13.4 Indemnification

You agree to indemnify, defend and hold harmless GrailRow, its parents, subsidiaries, affiliates, officers, directors, employees, agents, partners, suppliers, consultants, advertisers, payment services promoters, and licensors, and their agents, employees, officers, directors, successors, and assigns (collectively, the “Indemnified Parties”) from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs of suit) relating to or arising out of any and all of the following:

1. (a) your account and use of, or inability to use the Platform and/or Services;
2. (b) your violation of these Terms;
3. (c) your violation of any rights of another party (including another user); or
4. (d) your violation of any applicable laws, rules or regulations.

We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. This provision does not require you to indemnify any of the Indemnified Parties for such party’s fraud or willful misconduct in connection with the Platform or any Services provided hereunder. You agree that the provisions in this section will survive any termination of these Terms and/or your access to the Platform and/or Services.

13.5 No Liability for Conduct of Third Parties

You acknowledge and agree that the Indemnified Parties are not liable, and you agree not to seek to hold any of the Indemnified Parties liable, for the conduct, content and commercial activity of third parties, including operators of external sites, other users, merchants, event sponsors and any publishers on the Platform and/or Services, and that the risk of injury from your interactions with such third parties on or as a result of the Platform and/or Services rests entirely with you.

14. Dispute Resolution and Mandatory Arbitration

Please read this section carefully because it waives any right to participate in any class action or other representative action or proceeding. This section requires you to arbitrate certain disputes and limits the ways in which you can seek relief, including by precluding you from suing in court or having a jury trial.

14.1 Waiver of Class Actions and Right to Jury Trial

To the extent permissible by law, any claim, controversy, or dispute arising out of or related to this Agreement, or any products or services provided in connection with the Services (each a “Dispute”) must be brought in your individual capacity, and not as a plaintiff or class member in any putative class, collective action, or representative proceeding (collectively “Class Action Waiver”). The arbitrator may not consolidate more than one person’s claims or engage in any arbitration on behalf of a class. You agree that, by entering into this Agreement, you are waiving the right to a trial by jury and the right to participate in a class action.

14.2 Informal Resolution

Before filing a claim against GrailRow, you agree to try to resolve the Dispute by first emailing support@grailrow.com with a description of your claim and proof of your relationship with us. If we can’t resolve the Dispute within sixty days of our receipt of your first email, you or we may then submit the Dispute to binding arbitration as provided herein.

14.3 Arbitration Agreement

All Disputes between you and GrailRow must be resolved by final and binding arbitration. By agreeing to binding arbitration, you and GrailRow expressly waive the right to formal court proceedings including without limitation trial by jury and class action. This Agreement affects interstate commerce, and the enforceability of this section will be substantively and procedurally governed by the Federal Arbitration Act 9 U.S.C. § 1 et seq. (“FAA”).

14.4 Conducting Arbitration

The arbitration shall be conducted by the International Chamber of Commerce (“ICC”) under its Commercial Arbitration Rules (“ICC Rules”) then in effect. If you are a consumer, the most recent version of the ICC Rules can be accessed here. These Terms shall govern any conflict between the ICC Rules and these Terms. The location and type of hearing shall be determined in accordance with the ICC Rules. Further, a party’s right to request a hearing shall also be determined in accordance with the ICC Rules. Unless otherwise ordered by an arbitrator or pursuant to the ICC Rules, any in-person arbitration shall be in English and held remotely to the maximum extent and administered in New York, New York, or another mutually agreeable location.

14.5 Confidentiality

GrailRow, the arbitrator, and you, will each maintain the confidentiality of any arbitration proceedings, judgments, and awards including information shared and produced during the arbitration.

14.6 Arbitration Time for Filing

Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law. If a claim is not filed within such period, the Dispute is permanently barred.

14.7 Severability

If any portion of this section is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision shall be severed from these Terms and such severance of the provision(s) shall have no impact whatsoever on the remainder of this section. Further, to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Lastly, if any provision in this section is found to prohibit an individual claim seeking public injunctive relief, such provision shall have no effect to the extent relief is allowed to be sought outside of arbitration. The remainder of this section shall remain in full force and effect.

14.8 Modification

Notwithstanding any term or provision in this Agreement to the contrary, you and GrailRow agree that if GrailRow makes any future material change to this section, we will notify you. Your continued use of the Services including the acceptance of features and services offered following the posting of changes constitutes your acceptance of any such changes.

14.9 Governing Law

This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, USA without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction. You agree that we may initiate a proceeding relating to the enforceability or validity of its intellectual property rights in any court of competent jurisdiction. With respect to any other proceeding not subject to arbitration under this Agreement, the courts of Delaware will have exclusive jurisdiction. You waive any objection to venue in any such courts.

15. Miscellaneous

15.1 Assignment

These Terms, and any other document, material, or information referenced herein is particular to you and any attempt that you make to assign, novate, or transfer your rights, interests, liabilities, and/or obligations is null and void, unless you have received GrailRow’s prior written consent. GrailRow reserves the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their successors and permitted assigns.

15.2 Term and Survival

We reserve the right to change, suspend or discontinue, or terminate, restrict, or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. All sections of this Agreement that by their nature should survive termination shall survive termination.

15.3 Nonwaiver of Rights

Our failure or delay in exercising any right, power, or privilege under these Terms shall not operate as a waiver thereof.

15.4 Severability

If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation, or any governmental agency whether local, state, or federal, such provision shall be interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law, and the validity or enforceability of any other provision of the Terms shall not be affected.

15.5 Headings

Headings of sections are for convenience only and shall not be used to limit or construe such sections.

15.6 Force Majeure

You acknowledge and consent that the Services are provided by us according to our current technological capability and other business conditions. While we have made every effort to ensure continuity and security of the Services, we are unable to completely foresee and hedge against all legal, technological, and other risks. GrailRow will not be held liable for delays, failure in performance, or interruption of Services that result directly or indirectly from any cause or condition beyond our reasonable control. Such instances include:

1. (a) acts of God such as earthquakes, fires, cyclones, explosions, typhoons, monsoons, landslides, lightning, storms, tempests, pandemics, droughts or meteors;
2. (b) acts of war, whether declared or undeclared, including invasion, act of a foreign enemy, hostilities between nations, civil insurrection, or militarily usurped power; and acts of terrorism;
3. (c) civil disorder, such as acts of a public enemy, malicious damage, terrorism, sabotage, or civil unrest;
4. (d) embargoes or sanctions (such as confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or governmental authority);
5. (e) unnatural disasters, such as ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel;
6. (f) labor disputes, including strikes, blockades, lock-outs, or other industrial disputes;
7. (g) failure of telecommunication outlets, including the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the Services;
8. (h) data breaches or data-processing failure or incomplete processing; and/or
9. (i) changes in laws or regulations that may materially affect the Services (collectively, “Force Majeure Events”).

15.7 Notices

Any notices or other communications provided by us under these Terms including those regarding modifications to these Terms will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices, and disclosures that we provide in connection with your use of the Services.

15.8 Third Party Beneficiaries

Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder, except that Apple and its subsidiaries are third-party beneficiaries of these Terms as provided in Section 11.7.

15.9 Entire Agreement

These Terms and every other term or provision applicable to you, including any document incorporated by reference herein, constitute the entire agreement and understanding between you and GrailRow as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including any prior versions of these Terms). Unless otherwise specifically stated, these Terms govern and control any conflict between these Terms and any other agreement you may have with GrailRow.

15.10 Translation

These Terms are set forth in the English language and all communications including any notices or information being transmitted shall be in English. In the event that these Terms or any part of it is translated (for any proceedings, for your convenience, or otherwise) into any other language, the English language text of these Terms shall prevail.