Welcome, and thank you for your interest in Gratia Health, Inc. (“Gratia,” “we,” or “us”) and our website at https://www.gratiahealth.com/, along with our related websites, networks, cloud-based web-applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Gratia regarding your use of the Service.
BY CLICKING “I ACCEPT,” OR ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING Gratia'S PRIVACY POLICY (TOGETHER, THESE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service. YOUR USE OF THE SERVICE, AND Gratia'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY Gratia AND BY YOU TO BE BOUND BY THESE TERMS.
Arbitration NOTICE. Except for certain kinds of disputes described in Section 12, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Gratia ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
1. Gratia Service Overview. The Service is a platform that supports two-way text messaging between employers and clinical staff participating in an employer's rewards program..
2. Eligibility. You must be at least 18-years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18-years old or have been authorized to use the Service by your parent or legal guardian who is at least 18 years of age and has entered into these Terms on your behalf; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
3.1 RegistrationTo access most features of the Service, you must register using the link from the QR code or email received from your employer or the entity for which you provide services (your “Employer”). When you register, you may be required to provide us with some information about yourself. You agree that the information you provide to us is accurate and that you will keep it accurate and up to date at all times.
3.2 Voluntary Use.You represent that you will comply with all of your Employer's applicable policies and that all time spent by you relating to Gratia, including but not limited to (a) downloading or launching Gratia; (b) retrieving, downloading, or viewing information through or from Gratia; and (c) using and/or maintaining access to Gratia in any form is entirely voluntary. You understand and agree that any time spent by you, regardless of duration, accessing Gratia will not be compensable by your Employer, and that you are not entitled to any wages, salary, bonus, benefits, or other compensation from your Employer relating to such time.
3.3 Not Employment-Related Activities.You further acknowledge and agree that any time spent with respect to Gratia (a) does not reflect, involve, concern, or otherwise relate to your employment, or to any activity or activities relating to such employment; (b) is neither an integral nor an indispensable part of any principal activity or activities of your employment by your Employer; and (c) is not pursuant to any requirement, obligation, duty, directive, assignment, task, or responsibility imposed on you by your Employer relating to your employment by your Employer. You further agree that any time relating to Gratia is not time spent under the direction or control of your Employer, and that any such time is not for the benefit of your Employer or its business.
3.4 No Reimbursement.You also acknowledge and agree that you will not be entitled to any reimbursement or payment of any kind from your Employer arising from or relating to the costs, fees, or expenses you may incur in using, maintaining, or otherwise accessing Gratia on any personal device.
4.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Gratia grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
4.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
4.3 Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Gratia an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
5. Ownership; Proprietary Rights. The Service is owned and operated by Gratia. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Gratia are protected by intellectual property and other laws. All Materials included in the Service are the property of Gratia or its third-party licensors. Except as expressly authorized by Gratia, you may not make use of the Materials. Gratia reserves all rights to the Materials not granted expressly in these Terms.
BY USING THE SERVICE, YOU AGREE NOT TO:
7. Modification of Terms. We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 7, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
8.1 Term. These Terms are effective beginning when you accept the Terms or first access or use the Service, and ending when terminated as described in Section 8.2.
8.2 Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate immediately upon such first violation. In addition, Gratia may, at its sole discretion or at the discretion of your Employer, terminate these Terms or your access to the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate these Terms at any time by contacting Gratia at support@gratiahealth.com.
8.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access to the Service; and (c) Sections 2, 3, 4.2, 4.3, 5, 6, 7, 8.3, 9, 10, 11, 12, 13, and 14 will survive.
8.4 Modification of the Service. Gratia reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Gratia will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.
9. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Gratia, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Gratia Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
10.1 THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Gratia DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Gratia DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Gratia DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
10.2 Gratia merely acts as a technology platform and will not be responsible for any messages exchanged between you and other users of the service. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR Gratia ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Gratia ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER OR PARTICIPATION IN ANY REWARDS PROGRAM. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO ANY OF YOUR PROPERTIES (INCLUDING YOUR COMPUTER SYSTEMS, NETWORKS, OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
10.3 Your mobile carrier's normal messaging, data and other rates and fees will apply to your use of the SERVICE. gratia will not be responsible for such fees and any reimbursement of fees incurred through the use of the service must be negotiated between you and a third party.
10.4 THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 10 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Gratia does not disclaim any warranty or other right that Gratia is prohibited from disclaiming under applicable law.
11.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Gratia ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Gratia ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
11.2 EXCEPT AS PROVIDED IN SECTION 12.7 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Gratia ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO US$100.
11.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.1 Generally. Except as described in Section 12.2 and 12.3, you and Gratia agree that every dispute arising in connection with these Terms, the Service, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Gratia ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
12.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
12.3 Arbitration Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 12 within 30 days after the date that you agree to these Terms by sending a letter to Gratia Health, Inc., Attention: Legal Department – Arbitration Opt-Out, 7551 Great Plains Blvd. Chanhassen MN 55317 that specifies: your full legal name, email address, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Gratia receives your Opt-Out Notice, this Section 12 will be void and any action arising out of these Terms will be resolved as set forth in Section 14.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
12.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Gratia.
12.5 Notice of Arbitration; Process. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Gratia's address for Notice of Arbitration is: Gratia Health, Inc., 7551 Great Plains Blvd. Chanhassen MN 55317. The Notice of Arbitration must: (a) identify the name of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Gratia may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Gratia will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if Gratia has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
12.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. During the arbitration, the amount of any settlement offer made by you or Gratia must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
12.7 Arbitration Relief. Except as provided in Section 12.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Gratia before an arbitrator was selected, Gratia will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator's award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator's award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator's application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
12.8 No Class Actions. YOU AND Gratia AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Gratia agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
12.9 Modifications to this Arbitration Provision. If Gratia makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Gratia's address for Notice of Arbitration, in which case your access to the Service will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
12.10 Enforceability. If Section 12.8 or the entirety of this Section 12 is found to be unenforceable, or if Gratia receives an Opt-Out Notice from you, then the entirety of this Section 12 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 14.2 will govern any action arising out of or related to these Terms.
13.1 Privacy Policy. You acknowledge and agree that except as described in these Terms, any data and information you enter into the Service or that we collect in connection with the Service (“Data”) will be collected, used, disclosed, and protected as described in the Gratia Privacy Policy available at https://www.gratiahealth.com/. Please read the Privacy Policy carefully.
13.2 Data. As between you and Gratia, Data is and will remain owned by you. You hereby grant Gratia the right to collect, process, transmit, store, use, and disclose Data to provide the Service and as otherwise set forth in these Terms and the Gratia Privacy Policy.
13.3 Use of Aggregated Data. You acknowledge and agree that Gratia may collect, create, process, transmit, store, use, and disclose non-identifiable aggregated and/or de-identified data derived from Data or use of the Service (“Aggregated Data”) for its business purposes, including for industry analysis, benchmarking, and analytics.
13.4 Compliance. You are solely responsible (a) for Data as entered into, supplied, accessed, or used by you and (b) for complying with any privacy and data protection laws and regulations applicable to Data or your use of the Service. You represent and warrant that you have collected the Data in accordance with applicable regulations and laws and you have obtained and will maintain all rights, consents, and authorizations required to grant Gratia the rights and licenses set forth in this Section 13 and to enable Gratia to exercise its rights under the same without violation or infringement of the rights of any third party. You hereby agree that Gratia has no responsibility to collect any consent or authorization from a Data subject that may be required by applicable law.
13.5 Disclaimer. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Gratia with respect to Data to the maximum extent permitted by law. You are solely responsible for the storage and retention of Data that you send or receive through the Service in accordance with all applicable laws. Gratia will not be responsible or liable for your inability to access Data through the Service.
14.1 General Terms. These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Gratia regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
14.2 Governing Law. Governing Law. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. You and Gratia submit to the personal and exclusive jurisdiction of the state courts and federal courts located within New York County, New York for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Minnesota, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
14.3 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
14.4 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
14.5 Contact Information. The Service is offered by Gratia Health, Inc., located at 7551 Great Plains Blvd. Chanhassen MN 55317. You may contact us by sending correspondence to that address or by emailing us at support@gratiahealth.com.
14.6 Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
14.7 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
14.8 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.