Terms of Service

The following are the terms and conditions ("Terms" or "Agreement") are a legal contract between Project Rover, Inc. ("Gravity" or "we") and you (either an individual or a legal entity that you represent as an authorized employee or agent) ("you"). Please read them carefully. These Terms govern your use of Gravity's website, platform, services, and applications described herein (collectively, the "Service"). The Service is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. BY USING THE SERVICE, YOU ARE STATING THAT YOU AGREE TO BE BOUND BY ALL OF THESE TERMS.

  1. Service

    1. The Service offers benefits to you either as: (a) a website operator, app publisher, other publisher of online content whom Gravity has authorized to use the Service, or an advertiser (a "Partner"); or (b) an individual user of Gravity's and/or Partners' sites, apps, or content (a "User"). For clarity, all references in these Terms to Users and Partners apply to you to the extent you are a User or a Partner.
    2. Gravity provides personalization services that make it easy for users to discover content they'll enjoy. The Service is designed to maximize engagement of Users, drive return visits and sharing behavior, and provide Partners with insight into what Users are interested in. The Service consists of code, applications, graphics, tools, analytics, plug-ins and proprietary methods and systems that include, without limitation:
      1. Personalization services that deliver personalized recommendations unique to each User based on how each User interacts with content, among other factors.
      2. Analytics services that:
        1. Show Partners how personalized recommendations perform;
        2. Help Partners understand how Users engage with their content and what their Users are interested in.
    3. As it relates to the Service, you agree that:
      1. Gravity has the right to change, modify, add to or discontinue or retire the Service, or any aspect or feature of the Service, at any time and without liability to you;
      2. Gravity has no obligation to give you notice of any changes;
      3. Gravity may, but is under no obligation to, release upgrades, fixes or new versions of the Service.
    4. The Service is provided at no charge, unless otherwise agreed between you and Gravity. In consideration for the Service, you agree that:
      1. We may collect and use data related to your use of the Service (If you are a User) or related to Users' use of the Service (if you are a Partner), subject to our Privacy Policy, including using such data to provide personalized content and advertising; and
      2. Some or all of the Service may be ad-supported, and if you are a Partner, Gravity or its service providers may serve sponsored stories (paid links to third party content) on your website(s) or app(s) in connection with providing the Service for such website(s) or app(s). Gravity will be entitled to retain all resulting revenues.
    5. Certain areas of Gravity's site, or customized, premium, or other particular services or features, may be subject to additional terms (and payment of any applicable fees) as may be agreed to by you and Gravity.

  2. Registration

    1. To use the Service as a Partner, you must complete the registration process by providing Gravity with current, complete and accurate information, including your primary contact e-mail address, username, password, and other contact information.
    2. Users generally are not required to register with Gravity; they will receive the Service automatically as they use Partners' websites, apps, or other content. As a User, you consent to receive the Service when using those websites, apps, or other content, except to the extent you have opted out of the Service using the mechanism that Gravity provides for that purpose on its website.
    3. We reserve the right to refuse the Service to any Partner or User.
    4. You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts.
    5. From time to time, Gravity's support staff may log in to the Service under your customer account in order to maintain or improve service, including to provide you assistance with technical or other issues. You hereby acknowledge and consent to such access.

  3. License

    1. If you are a Partner, Gravity grants to you, subject to the terms and conditions of this Agreement, a non-sublicensable, non-transferable, non-exclusive, revocable, limited license, solely for your personal or internal business use, to use:
      1. The Service to the extent we make it available to you;
      2. Any application program interface or any other software code that we may make available to you from time to time (collectively, the "API") to develop or deliver services that interoperate with Gravity's servers;
      3. Any documentation that Gravity furnishes to you in relation to the Service; and
      4. Any upgrades, updates and new versions of the Service that Gravity makes available for your use.
    2. Such license shall include the right to use any Gravity Intellectual Property Rights associated with or related to use of the API, and the Gravity end user documentation, solely in connection with the use of the Service.
    3. If you are a User, you may (subject to the terms and conditions of this Agreement) use the Service solely as such Service is made available to you as a User of Partners' websites, apps, or content, and only for your own personal use.

  4. Content

    1. As is necessary to provide the Service, you as a Partner grant us a worldwide, non-exclusive, assignable, fully paid-up, and royalty-free license to display, reproduce, distribute, make derivative works of, and perform (if applicable) your content (the "Content") through the Service.
    2. We do not endorse any Content or any opinion, recommendation, or advice expressed in any Content, and we expressly disclaim any and all liability in connection with any Content.
    3. We may (but are not obligated to) decide whether any Content is inappropriate or not in compliance with these Terms and reserve the right to remove Content and/or suspend or terminate your use of the Services at any time, without prior notice and in our sole discretion. Examples of inappropriate content include adult, obscene, pornographic, libelous, infringing abusive or defamatory content, and content encouraging participation in or promoting illegal activities, hate and discrimination, and the sale of firearms or illegal drugs.
    4. AS BETWEEN YOU AND GRAVITY, YOU ASSUME ALL RISK AND LIABILITY ASSOCIATED WITH ANY CONTENT THAT YOU PUBLISH OR RECEIVE IN CONNECTION WITH THE SERVICE. AS A USER, IF YOU ARE DISSATISFIED WITH OR OBJECT TO ANY CONTENT (OR ANY ADVERTISING OR OTHER MATERIAL YOU MAY BE EXPOSED TO THROUGH THE SERVICE), YOUR SOLE AND EXCLUSIVE REMEDY IN RELATION TO GRAVITY IS TO CEASE USING THE SERVICE.

  5. Rules of conduct

    You are responsible for your use of the Service and for the acts and omissions of any third party using the Service on your behalf. You agree:

    1. To use the Service for lawful purposes only and in compliance with any policies posted to this site or conveyed to you by electronic or other notice;
    2. To allow the Service and associated advertising to be placed on your website(s) and/or app(s) (if you are a Partner) and you hereby grant us a nonexclusive, irrevocable during the term of this Agreement, royalty-free license to perform, or have performed, these activities;
    3. Not to adapt, alter, modify, decompile, translate, make derivative works of, disassemble, or reverse engineer the Service or any code or documentation furnished by Gravity in connection with the Service, including without limitation, the API;
    4. Not to remove, obscure or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs or designations, or any electronic notices;
    5. Not to upload, distribute, post, transmit or otherwise make available, including through the Service, any Content or information that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, harmful to minors in any way, or racially, ethnically or otherwise objectionable;
    6. Not to use the Services in any manner which interferes with the performance or functionality of the Service or the API;
    7. Not to attempt to gain access to secured portions of this site or of the Service to which you do not possess access rights;
    8. Not to load or transmit any form of virus, worm, Trojan horse, or other malicious code;
    9. Not to take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our Service infrastructure;
    10. Not to use this site or the Service to generate unsolicited email advertisements or spam;
    11. Not to ship, divert, trans-ship, transfer, export or re- export the Service or any component thereof into any country or use it in any manner prohibited by any export control laws, restrictions, or regulations administered by the U.S. Commerce Department's Bureau of Export Administration, the U.S. Department of Treasury's Office of Foreign Assets Control or any other applicable government agency.

  6. Privacy

    1. By using the Service, you also agree to our Privacy Policy. Our data collection, use and disclosure practices are described fully in our Privacy Policy located at http://www.gravity.com/privacy, including our use of cookies that collect anonymous, non-personal information related to End Users.
    2. Without limiting any of Gravity's other rights under the Privacy Policy, you acknowledge that Gravity may use anonymous, non-personal information related to Users (including their use of your website or application if you are a Partner) in providing the Service to third parties other than you.
    3. If you are a Partner, you agree to have and abide by an appropriate privacy policy and will comply with all applicable laws relating to the collection of information from Users of your website our application. You must post a privacy policy and that policy must provide notice of:
      1. your use of a cookie that collects anonymous traffic data; and
      2. your allowing service providers to collect and use such anonymous data as contemplated by this Agreement.

  7. Intellectual Property and Confidentiality

    1. All right, title and interest in and to the Service and other materials related to the Service are and shall at all times remain the sole and exclusive property of Gravity and are protected by applicable intellectual property laws and treaties.
    2. Other than as expressly granted herein, no other rights are granted, including without limitation any and all Gravity patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectable) ("Intellectual Property Rights"). You acknowledge that you do not acquire any ownership rights in or to the Service or data collected through the Service.
    3. Gravity marks, graphics, logos, designs, page headers, button icons, scripts, and service names comprise registered and unregistered trademarks, service marks and trade dress of Gravity in the U.S. and/or other countries (the "Gravity Marks"). Without Gravity's prior written authorization, you agree not to display or use in any manner the Gravity Marks.
    4. You will not disclose to any third party (other than your employees, contractors, and other agents on a confidential, need-to-know basis), nor use for any reason other than to receive the Service, (a) the API and (b) any non-public data (such as performance metrics) generated or furnished by Gravity regarding or as part of the Service.

  8. Warranty Disclaimer

    1. GRAVITY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
    2. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE."
    3. YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY HARM CAUSED BY VIRUSES, WORMS, OR OTHER DAMAGING MATERIALS.
    4. IN NO EVENT DOES GRAVITY GUARANTEE ANY RESULTS, INCREASED TRAFFIC OR USER ENGAGEMENT FOR YOU.
    5. GRAVITY DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION THEREOF ARE ACCURATE, ERROR-FREE OR BUG-FREE, THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SERVICE'S OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE.
    6. THIS SECTION APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
    7. THE SERVICE IS OFFERED BY GRAVITY FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. GRAVITY MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.

  9. Limitation of Liability

    1. IN NO EVENT WILL GRAVITY AND/OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE:
      1. FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM YOUR USE, MISUSE, OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR USE OF THE SERVICE, ADVERTISEMENTS, UNAUTHORIZED ACCESS TO OUR SERVERS, SERVER UNAVAILABILITY, AND ANY PERSONAL INFORMATION STORED THEREIN, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED, TO CONTRACT OR TORT AND WHETHER OR NOT GRAVITY WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE;
      2. FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE OR DESTRUCTIVE PROPERTIES OF THE SERVICE.
    2. IN NO EVENT SHALL GRAVITY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL SUM OF MONIES PAID FROM YOU TO US AS CONSIDERATION FOR USE OF THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY, OR $20, WHICHEVER IS GREATER.
    3. The parties acknowledge that the foregoing limitations of liability, and the resulting allocation of risk between the parties, are an essential basis of the parties' bargain under this Agreement and shall apply to the fullest extent permissible under applicable law, even if any limited remedy available hereunder fails of its essential purpose.

  10. Indemnification

    1. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS GRAVITY AND ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, AT YOUR EXPENSE, FROM AND AGAINST ALL DEMANDS, LIABILITIES, LOSSES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY'S FEES, ARISING OUT OF:
      1. YOUR USE OF THE SERVICE;
      2. THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT YOU SUBMITTED IN CONNECTION WITH THE SERVICE;
      3. ANY FRAUD, MISREPRESENTATION, OR BREACH OF THIS AGREEMENT BY YOU;
    2. GRAVITY RESERVES THE RIGHT, AT ITS OWN EXPENSE AND IN ITS SOLE DISCRETION, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.

  11. Termination

    1. You may terminate this Agreement at any time by discontinuing your use of the Service.
    2. We may terminate this Agreement or suspend or otherwise refuse to permit your use of the Service at any time without notice or liability.
    3. Upon termination of this Agreement, all licenses and any other rights and services provided by us to you in this Agreement shall cease immediately. Termination of this Agreement shall not limit us from pursuing remedies to this Agreement, including injunctive relief.

  12. Modification

    1. Gravity reserves the right, at its sole discretion, to modify or replace this Agreement at any time.
    2. Any modifications will take effect after we post or provide notice of such modifications. You understand and agree that by continuing to use the Service after we post or provide notice of any such modifications, you affirm your acceptance to the Terms as modified. Therefore, you should review the Agreement regularly to learn about any changes.

  13. Other

    1. Headings. Headings are for organizational purposes only and shall in no way affect the interpretation of this Agreement.
    2. Assignment. You may not assign or otherwise transfer your rights or delegate your obligations under this Agreement, in whole or in part, and any attempted assignment by you shall be null and void.
    3. Survival. Upon any expiration or termination of this Agreement, the following Sections of this Agreement shall survive: 4.4, 7, 8, 9, 10, 11.3, and 13.
    4. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the state and federal courts located in Santa Clara or San Francisco County, California, and the parties consent to personal jurisdiction therein and waive any objection to jurisdiction and venue in such courts.
    5. Export laws. You agree to comply with all applicable laws that regulate or prohibit the export or re-export of our software and technologies to certain countries and persons. You agree to comply with these laws and regulations at your own expense. You assume sole responsibility for any unauthorized exportation.
    6. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and remain enforceable between the parties.
    7. No waiver. Failure of either party to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches.
    8. Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to Gravity to support@gravity.com, or if to you, to the email associated with your account. You hereby consent to receiving any notices relevant to the Service or this Agreement by email without requiring a handwritten signature or hard copies for such notice to be effective.
    9. Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
    10. The Agreement. This Agreement and our Privacy Policy constitute a complete entire agreement between the parties hereto relating to the subject matters of this Agreement; provided, however, that if Gravity and you have separately executed a written Master Services Agreement and expressly agreed that it is the sole and entire agreement regarding your use of the Service, such Master Services Agreement shall supersede this Agreement so long as it remains in force. This Agreement may be revised from time to time at our sole discretion by posting the revised Agreement on our website or otherwise providing the revised Agreement to you. The revised Agreement shall become effective upon such publication or provision. Your acceptance of any revised Agreement is your continued use of the Service.

Effective: November 1, 2012