Terms of Service

These Terms of Service ("Terms") govern your access to and use of Gr8ly, an employee affirmations and SMS messaging platform ("Service"). By using Gr8ly, you agree to be bound by these Terms.

1. Acceptance of Terms

By creating an account, you agree to:

• Be bound by these Terms of Service
• Comply with our Privacy Policy
• Follow all applicable laws and regulations
• Represent that you have authority to bind your organization

2. Account Registration

2.1 Eligibility

You must:

• Be at least 18 years old
• Have authority to represent your company/organization
• Provide accurate and complete registration information
• Maintain the security of your account credentials

2.2 Account Responsibility

You are responsible for:

• All activity under your account
• Maintaining accurate billing and contact information
• Notifying us immediately of unauthorized access
• Ensuring compliance with TCPA and messaging regulations

3. SMS Messaging and TCPA Compliance

3.1 Your Responsibilities

When using Gr8ly's SMS features, you must:

• Obtain Proper Consent: Get written consent before messaging personal/cell phones
• Work Phone Numbers: Only use work numbers with proper authority
• Honor Opt-Outs: Immediately cease messaging when employees opt out
• Maintain Records: Keep documentation of consent for 4+ years
• Clear Identification: Ensure messages identify your company
• No Reassignment: Never re-add opted-out numbers without fresh consent

3.2 Prohibited Messaging

You may NOT use Gr8ly to send:

• Messages to numbers that have opted out
• Marketing or promotional messages (unless explicitly consented)
• Messages to purchased phone number lists
• Harassing, abusive, or threatening content
• Illegal content or content violating third-party rights
• Spam or unsolicited commercial messages

3.3 Message Rates

Standard message and data rates apply for recipients. You must clearly disclose this to employees.

4. Service Terms

4.1 License Grant

We grant you a limited, non-exclusive, non-transferable license to use Gr8ly for your internal business purposes during your subscription period.

4.2 Service Availability

• Uptime Target: We strive for 99.9% uptime but do not guarantee it
• Maintenance: Scheduled maintenance will be communicated in advance
• Force Majeure: We are not liable for service interruptions beyond our control

4.3 Service Modifications

We may:

• Update features and functionality with or without notice
• Discontinue features with 30 days' notice
• Make emergency changes for security or compliance

5. Billing and Payments

5.1 Subscription Plans

• Monthly Billing: Charged monthly at $6/employee/month
• Auto-Renewal: Subscriptions renew automatically
• Price Changes: 30 days' notice for price increases

5.2 Payment Terms

• Payment due immediately upon subscription
• All fees are in USD and non-refundable
• Late payments may result in service suspension
• You authorize recurring charges to your payment method

5.3 Refund Policy

No refunds except:

• Service outages exceeding 24 continuous hours (prorated credit)
• Billing errors (corrected within 30 days)
• As required by law

6. Content and Intellectual Property

6.1 Your Content

• You own all custom messages and affirmations you create
• You grant us a license to store and transmit your content to provide the Service
• You warrant you have rights to all content you upload

6.2 Our Intellectual Property

• Gr8ly platform, software, and branding are our property
• Pre-written affirmation library is licensed to you during subscription
• You may not copy, modify, or reverse-engineer our Service

7. Data and Privacy

US Service Only: Gr8ly operates exclusively in the United States and is only available to US-based companies.

• Your use of personal data must comply with CCPA, TCPA, and applicable US state/federal laws
• You are the data controller; we are the data processor
• See our Privacy Policy for data handling practices
• You must have a lawful basis to process employee data under US law
• You must obtain proper consent before sending SMS messages to employee cell phones (TCPA requirement)

8. Prohibited Uses

You may NOT:

• Violate laws or regulations
• Infringe on intellectual property rights
• Transmit malware, viruses, or harmful code
• Interfere with or disrupt the Service
• Attempt unauthorized access to our systems
• Use the Service for competitor analysis or benchmarking
• Resell or sublicense the Service
• Remove copyright or proprietary notices

9. Suspension and Termination

9.1 Suspension by Us

We may suspend your account immediately if:

• You violate these Terms
• Your account poses a security risk
• You engage in fraudulent activity
• Payment fails (after reasonable notice)
• We receive legal/regulatory complaints

9.2 Termination by You

• Cancel anytime from your account settings
• Cancellation takes effect at end of billing cycle
• No refunds for partial months

9.3 Effect of Termination

• Access to Service ends immediately
• We retain data for 90 days, then delete (except where legally required)
• You can export your data within 30 days

10. Warranties and Disclaimers

10.1 Service "As Is"

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• NON-INFRINGEMENT
• UNINTERRUPTED OR ERROR-FREE OPERATION

10.2 Third-Party Services

We rely on third-party providers (Twilio, Stripe, Vercel). We are not responsible for their failures or service issues.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

11.1 Liability Cap

Our total liability for all claims shall not exceed the fees you paid in the 12 months preceding the claim.

11.2 Excluded Damages

WE ARE NOT LIABLE FOR:

• Indirect, incidental, or consequential damages
• Lost profits, revenue, or business opportunities
• Data loss or corruption
• TCPA violations or fines resulting from your use
• Third-party claims arising from your content

12. Indemnification

You agree to indemnify and hold harmless Gr8ly, its officers, directors, employees, and agents from:

• Your violation of these Terms
• Your violation of TCPA or other laws
• Your content or messaging practices
• Third-party claims related to your use
• Your breach of employee consent requirements

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to conflicts of law principles.

13.2 Arbitration

Disputes shall be resolved through binding arbitration in Orange County, California in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules, except:

• Small claims court claims (under $10,000)
• Injunctive relief requests
• IP infringement claims

13.3 Class Action Waiver

You waive the right to participate in class actions. All disputes must be brought individually.

13.4 Venue

If arbitration does not apply, exclusive venue for any legal action shall be in the state or federal courts located in Orange County, California.

14. General Provisions

14.1 Changes to Terms

• We may update these Terms with 30 days' notice
• Continued use after changes constitutes acceptance
• Material changes will be highlighted via email

14.2 Entire Agreement

These Terms, our Privacy Policy, and any order forms constitute the entire agreement.

14.3 Severability

If any provision is found invalid, the remaining provisions remain in effect.

14.4 No Waiver

Failure to enforce any provision is not a waiver of that provision.

14.5 Assignment

You may not assign these Terms without our consent. We may assign to affiliates or in connection with a merger/acquisition.

15. Contact Information

Questions about these Terms? Contact us:

• Legal Inquiries: legal@gr8ly.io
• Customer Support: support@gr8ly.io
• Mailing Address:
  Gr8ly
  32861 Camino Capistrano, Suite F
  San Juan Capistrano, CA 92609
  United States

By using Gr8ly, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.