Terms of Service

Last Updated: April 1, 2022

These website terms of use (“Terms of Use”) are entered into by and between you and Gradiant Corporation (“Gradiant”, “we”, “us” or “our”) and govern your access to and use of https://www.gradiant.com, and all products, services, materials, tools, and functionality provided by us in connection with our website (collectively, the “Website”). The term “you,” as used in this these Terms of Use, means any person or entity who accesses or uses the Website.

Please read these Terms of Use carefully before you use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use. The Website is offered and available to users who are 18 years of age or older. By using the Website, you represent and warrant that you meet the foregoing eligibility requirements. If you do not accept these Terms of Use, please do not access or view the Website.

Changes to the terms of use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.

Accessing the website

We reserve the right to terminate, alter, or amend the Website, any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period.

Intellectual property rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Gradiant, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property rights laws. All rights not specifically granted herein are reserved by Gradiant.

These Terms of Use permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website except for your personal use. If we provide social media features, you may take such actions as are enabled by such features.

You must not:

Modify copies of any materials from the Website.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

No right, title or interest in or to the Website or any content on the Website is transferred to you under any circumstances, and all rights not expressly granted are reserved by Gradiant. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

We may incorporate third party software as part of the Website, and any such third party software may be subject to additional terms provided by a third party licensor to Gradiant.

Your information

You grant to Gradiant a non-exclusive license to copy, use and display any and all data, information or communications (including personal information) sent to Gradiant or entered by you, or on your behalf, while accessing the Website (your “Information”) to the extent necessary for Gradiant to operate the Website, its business, and/or to facilitate interactions or transactions with you. You acknowledge that Gradiant exercises no control whatsoever over the content of your Information and it is your sole responsibility, at your own expense, to provide the Information, and to ensure that the Information you transmit or receive complies with all applicable laws and regulations now in place or enacted in the future. Gradiant is under no obligation to review your Information for accuracy, potential liability or for any other reason.

You are solely responsible and liable for your Information. You represent, warrant, and covenant to us that you own your Information or that you otherwise have sufficient rights to provide your Information to us, and to grant us the necessary licenses and rights set forth below without violating, infringing or misappropriating the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any third party. By providing your Information to the Website, you hereby grant to us the right and license to use, display, reproduce, adapt, modify, re-arrange and distribute your Information in order to provide the Website, including without limitation, providing any related products or services to you. You agree to pay all royalties, fees and any other monies owed to any person because of your Information provided by you. You understand that your Information may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices, or to create, develop or otherwise provide the Website.

You represent, warrant, and covenant that your providing of your Information to the Website or to us will not violate any law, the rights of any third party, or these Terms of Use, including but not limited to Section 6 (Prohibited Uses), and that our use of your Information to provide the Website and any related products or services to you will not violate any law or the rights of any third party.

Arbitration Agreement and Class Action Waiver

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with us unless you opt out as described below and limits the manner in which you can seek relief from us.

(a) Applicability of Arbitration Agreement

You agree that any dispute or claim relating in any way to your access or use of the Website, our marketing or advertising practices, to the collection of information on the Website, to the sharing of information collected on the Website, or to any aspect of your consumer relationship with us, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, nonrepresentative) basis; and (2) you or we may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose, accrued, or were asserted before the effective date of this Arbitration Agreement or any prior version of this Arbitration Agreement.

IF YOU AGREE TO ARBITRATION WITH US, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST US ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST US ONLY IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

(b) Informal Negotiation, Initiating Arbitration, Arbitration Rules and Forum

The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Before initiating an arbitration proceeding, the parties agree to first attempt to negotiate any dispute in good faith (except any dispute expressly exempted by this Arbitration Agreement) informally for at least thirty (30) days – to initiate negotiations, you must send a letter describing your claim and the relief sought to 130 New Boston St #200 Woburn, MA 01801. If the parties are unable to resolve a dispute through negotiations, the dispute shall be resolved by binding arbitration. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Consumer Arbitration Rules (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the applicable AAA rules. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum.

The place and manner of the arbitration shall be governed by AAA’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

The arbitrator, and not any federal, state or local court or agency shall have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and us. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

(d) Waiver of Jury Trial

YOU AND GRADIANT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Gradiant are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(e) Waiver of Class or Consolidated Actions

YOU AND GRADIANT AGREE TO WAIVE ANY RIGHT TO RESOLVE CLAIMS ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR REPRESENTATIVE BASIS. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes shall be resolved in a court. In the event that the arbitration provisions in this agreement are deemed invalid or unenforceable, this class action waiver shall survive.

If more than 25 arbitration demands are filed against us relating to substantially the same conduct or underlying facts by individuals who followed the procedures set forth in Section (b) and are represented by the same counsel or coordinated counsel, we have the right to opt out of this Arbitration Agreement and to have the matter heard in Federal or State court in the State of Massachusetts on an individual basis.

(f) 30-Day Right to Opt Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address within thirty (30) days after first becoming subject to this Arbitration Agreement: 130 New Boston St #200, Woburn, MA 01801. Your notice must include your name, address, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

(g) Severability

Subject to Section (e), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

(h) Survival of Agreement

This Arbitration Agreement will survive the termination of your relationship with us.

Trademarks

All trademarks, service marks, logos and trade names which appear on the Website, whether registered or not (including but not limited to: the word mark “Gradiant” and the Gradiant logo) (the “Marks”) are and shall remain the exclusive property of Gradiant or its licensors (as applicable) and are protected by applicable intellectual property and trademark laws and treaties. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify any of the Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Website, without Gradiant’s prior consent, which shall be in Gradiant’s sole discretion. The use of any of the Marks on any other website is prohibited without the express written consent of Gradiant.

Prohibited uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.
To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
To impersonate or attempt to impersonate Gradiant, a Gradiant employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Gradiant or users of the Website or expose them to liability.
If you are a competitor, or for purposes of monitoring the Website’s availability, performance or functionality, or for any other benchmarking or competitive purposes.

Additionally, you agree not to:

Use the Website or any device, software or routine that in any manner that could disable, overburden, damage, or impair the proper working of the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
Introduce any viruses, Trojan horses, worms, logic bombs or other material that is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Website.

No reliance on information posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, timeliness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

While we may periodically update or correct information presented on this Website, and such information, or other information on this Website, may include typographical errors and/or technical inaccuracies and/or omissions. We make no representation or warranty as to the accuracy of any information on this Website and expressly disclaims any obligation to update such information. We also reserve the right to make additions, deletions or modifications to any information at any time and from time to time without any prior notice.

The Website may include content provided by third parties. All statements and/or opinions expressed in these materials are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Gradiant. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Communications and feedback

When you use parts of the Website or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing and are effective immediately.

You may provide feedback, ideas and suggestions to Gradiant (collectively, “Suggestions”). If you provide any Suggestions, you agree that: (i) your Suggestion(s) become our property and you are not owed any compensation in exchange; (ii) none of the Suggestion(s) contain confidential or proprietary information of any third party; (iii) we may use or redistribute Suggestion(s) for any purpose and in any way; (iv) there is no obligation for us to review your Suggestion(s); and (v) we have no obligation to keep any Suggestions confidential.

Privacy

Our Privacy Policy located at https://www.gradiant.com/privacy-statement/ (“Privacy Policy”), describes our collection, use and disclosure of data and information in connection with the Website. Our Privacy Policy is expressly incorporated into this Agreement, and by using the Website you agree to the collection, use and disclosure practices in our Privacy Policy.

Links from the website

Our Website may contain links to websites that are owned and controlled by third parties that are not within Gradiant’s control, which are for your convenience only. The sites you can link to have their own separate terms and conditions and privacy policies, which we encourage you to review prior to using such sites. We are not responsible and cannot be held liable for the content and activities of these sites. You therefore visit/access these sites entirely at your own risk.

Disclaimer of warranties

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. NEITHER GRADIANT NOR ANY PERSON ASSOCIATED WITH GRADIANT MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER GRADIANT NOR ANYONE ASSOCIATED WITH GRADIANT REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. WHILE WE ATTEMPT TO MAKE YOUR ACCESS AND USE OF THE WEBSITE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR WEBSITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN THE EVENT OF ANY PROBLEM WITH THE WEBSITE OR ITS CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE ACCESSING AND USING THE WEBSITE AND THE CONTENT.

Limitation on liability

IN NO EVENT WILL GRADIANT, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify, defend, and hold Gradiant (and its affiliated companies, contractors, employees, directors, officers, licensors, and agents) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys’ fees, brought by a third party arising out of or related to (i) your use or misuse of the Website; (ii) any violation of applicable law or the rights of any other person or entity by you; (iii) any breach or violation by you of these Terms of Use; or (iv) claims that your Information, or our use thereof, violates the intellectual property or any other rights of a third party.

Governing law; jurisdiction

This Website and its content is controlled and operated from our servers located in the U.S.. Other countries may have laws, regulatory requirements and practices that differ from those in the U.S. You agree that any claim, action or proceeding arising out of the Terms of Use, or your use of this Website, shall be governed by and construed in accordance with the laws of the United States and the State of Delaware, without regard to principles of conflict of laws. Any claim, action or proceeding related to the Terms of Use will be resolved exclusively in the state or federal courts located in the Commonwealth of Massachusetts and you consent to the jurisdiction of those courts.

Severability; waiver

If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions. A provision of these Terms of Use may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms of Use shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of these Terms of Use shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms of Use.

Your comments and concerns

All feedback, comments, requests for technical support and other communications relating to the Website should be directed to [email protected].

Gradiant Corporation

130 New Boston St #200

Woburn, MA 01801

[email protected]