a. The term “Service” refers to the services provided by Grantable, including without limitation access to Grantable’s online community; communication tools; document management and storage solutions; and payment services. Grantable does not provide a grants professional referral service or serve as an employment agency. We provide a venue for our Users to meet and exchange information with our Consultant Users.
c. The “Website” refers to Grantable’s website located at https://www.grantable.co, all subpages and subdomains, and all content, services, and products available at or through the Website.
d. “Grantable,” “We,” and “Us” refer to Grantable, Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Consultant Users are not part of Grantable.
e. “The User,” “You” and “Your” refer to the person, company, or organization that has visited or is using the Website and/or the Service. A User may be a Grant Applicant Client, a Consultant User, both, or neither.
f. “Consultant Users” refer to registered consultant users in the grants field who may communicate with and provide contracting or consulting work to Grants Cli-ents or fellow Consultant Users via the Service. Consultant Users are not the employees or agents of Grantable. Please see Section 6 of this Agreement for more information about Consultant Users.
g. “Grant Clients” refer to 1) Users who submit requests for proposals from Consultant Users for providing grant services for a fee (“Jobs”); and 2) Users who contract with Consultant Users for additional work, which, for purposes of Section 7 below, may include permanent employment, beyond the initial Job which established the Consultant User-Grant Client relationship. Consultant Users may submit proposals (“Bids”) for such Jobs and may also establish terms of the relation-ship with the Grant Client via a signed engagement letter or other written agreement. Please see Section 6(b) for more information about Jobs, Bids, and Grant Clients
h. “Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content, which may be submitted by any Grantable User (Grant Client or Consultant User).
2. About the Grantable Service.
a. The Grantable Service is a platform for collaboration and communication between grant professionals and those seeking grant assistance. The Grantable Service provides access to Grantable’s virtual community of professional Consultant Users; easy collaboration through Grantable’s communication management tools; document management and storage; and simple, secure payment and invoicing tools.
b. Grantable Is Not A Grants Firm. Grantable does not offer grant services. Grantable does not offer any grant advice, grant opinions, recommendations, referrals, or counseling. Consultant Users are not the employees or agents of Grantable. Grantable is not involved in agreements between Users or in the representation of Users. At no point may Grantable be held liable for the actions or omissions of any Consultant User performing consulting services for you.
c. Grantable Is Not a Grant Professional Referral Service or Employment Agency. Grantable is not a grants professional referral service or employment agency. Grantable does not select or endorse any individual Consultant User to service a Grant Client. While Grantable uses commercially reasonable efforts to confirm that registered Consultant Users are high-quality grants professionals, we do not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Consultant User. Grantable does not warrant or guarantee that Consultant Users are covered by professional liability insurance. Grantable encourages Grant Clients to research any Consultant User before accepting professional advice.
d. Grantable does not vouch for any of its Users. Grantable simply provides a plat-form on which those seeking grant assistance may communicate and transact with grant professionals. Grantable does not endorse any of its Consultant Users and does not sanction statements that Consultant Users make on the platform. Grantable makes no representation concerning the qualifications of non-grants professional grant service providers.
e. Grantable Does Not Guarantee Results. From time to time, Grant Clients may submit reviews of Consultant Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future grant matter. Grantable will have no responsibility or liability of any kind for any User-Generated Con-tent or grant advice you encounter on or through the Website, and any use or reliance on User-Generated Content or grant advice is solely at your own risk.
f. Use of Grantable Does Not Create a Professional-Client Relationship With Grantable. Grantable does not offer grant advice or services. Any use of the Grantable Service is not intended to, and does not, create a grants professional-client relationship. Any grants professional-client relationship must be in writing and between Consultant Users and Grant Clients and as further described in Section 6. Any communication via Grantable may not be held confidential. Grant-able is not liable for the actions or omissions of any Consultant User performing consulting services for you.
3. User Responsibilities.
You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.
a. User Account Security. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from Grantable. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify Grantable immediately of any unauthorized use of account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.
b. Relationship with Consultant Users. Because we cannot guarantee the fitness of any of our Consultant Users for your specific needs, we encourage Grant Clients to research any Consultant User before accepting professional advice or services. Grant Clients may also request a written grant engagement agreement specifying the terms, scope, limitations, and conditions of the representation.
c. No Reliance on User-Generated Content. User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional grant advice or a solicitation to offer grant advice regarding specific facts. You should not delay or forego seeking grant advice or disregard professional grant advice based on User-Generated Content. Delay in seeking such grant advice could result in waiver of any claims you may have, depending on the applicable statute(s) of limitation. Us-er-Generated Content is not regulated by any state or national bar association.
d. Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will com-ply with all local, state and federal laws, rules, and regulations, and with all other Grantable policies.
4. Use and Conduct Restrictions.
You are allowed to use the service as long as you follow a few basic rules. The following Use Restrictions and Conduct Restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close accounts if we need to.
a. Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that i. is unlawful or promotes unlawful activity ii. defames, harasses, abuses, threatens, or incites violence towards any individual or group iii. is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability iv. is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; v. contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; vi. infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights vii. impersonates any person or entity, including any of our employees or representatives; or viii. violates the privacy of any third party.
b. Users Must Be Over Age 18. You represent that you are over the age of 18. Grantable does not target our Content to children or teenagers under 18, and we do not permit any Users under 18 on our Service. If we learn of any User under the age of 18, we will terminate that User’s account immediately.
c. No Liability for User Interactions; Grantable May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Job Postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your grant interactions.
5. User-Generated Content.
You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.
a. Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or ac-cess through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.
b. Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully com-plied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.
d. Ownership of User-Generated Content. Except for Content that originates from Grantable, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.
e. License Grant. Solely to allow Grantable to use Content you upload to the Service reasonably without violating any rights you have in it, you grant us the following rights: by posting any Content via the Website, you expressly grant Grantable and our successors a worldwide, sub-licenseable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, distribute, and perform the Content in connection with Grantable’s business purpose. This li-cense does not grant Grantable the right to sell User-Generated Content or otherwise distribute it outside of our Website. This license will terminate at the time when the Content is removed from the Website.
6. Consultant Users.
Consultant Users are independent grant professionals who offer to perform consulting services for prospective Grant Clients. They are not employees of Grantable.
a. No Professional-Client Relationship through Website Use. Use of the Grantable Website may not form a grants professional-client relationship with Consultant Users. Information posted or made available on or through the Website, including, without limitation, any responses to grant questions posted on the Website; information in Grantable’s Guides and Documents; information posted publicly on the Website; or information sent in an unsolicited message to a User is not intended as grant advice, is not confidential, and does not create a grants professional-client relationship. It is considered User-Generated Content.
b. Grants Professional-Client Relationship through Service Use. A grants professional-client relationship may be formed through the use of the Service between Users and Consultant Users only. Grant Clients may post Jobs through the Service. Consultant Users may submit Bids and negotiate details of these Jobs prior to acceptance. Upon acceptance, the scope of a Consultant User’s representation is strictly limited to the matter agreed upon in the Bid unless Grant Client and Consultant User subsequently formalize their arrangement via a signed engagement letter or other written agreement, in which case the most recent written agreement would take precedence over a previously accepted proposal. A Bid is not a substitute for an in-person or telephone consultation with a grants professional licensed to practice in your jurisdiction about your specific grant issue, and you should not rely upon information contained in a Bid as grant advice. Grantable takes every reasonable effort to ensure the privacy of Bids and other personal messages on our Service, but it cannot guarantee confidentiality. Communications requiring confidentiality should take place outside the Grantable Service, such as via telephone.
c. User Responsibilities. Consultant Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Web-site, including without limitation User-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws and rules of professional conduct, including those concerning the unauthorized practice of law and those regulating the form, manner or content of communications with clients, advertising, or other matters.
d. Payment of Consultant Users. Certain specific terms govern Consultant Users and payment.
i. Grantable Is Not A Party To Contracts. Grant Clients may contract with Consultant Users through posting and acceptance of Jobs. Such con-tracts are solely between the Grant Client and the Consultant User. Grantable will not be a party to any contracts for Jobs submitted through our Service, unless posted by a Grantable officer. Grantable facilitates these contracts by supplying a platform for communication management and payment tools.
ii. All Fees Are Paid To Consultant Users. Grantable does not provide grant services and does not charge for grant services. Payments made to Consultant Users via Grantable’s billing platform are transferred directly to the Consultant User’s payment account, less any associated service and processing fees (e.g. credit card fees).
Consultant Users Shall Receive Payment Through The Service For All User Transactions.
As a Consultant User of Grantable, you agree to process all retainers, invoices, all amounts billed to any Grant Clients at all times (“Payments”) on the Grantable platform. You agree to process such Payments through the Grantable platform even if the Grant Clients request that you perform a different assignment or matter from the job request posted via Grantable. If a Grant Client is either unwilling or unable to make payment via Grantable, Consultant User agrees to notify Grantable of any new payment arrangement. Payment by a Grant Client to Consultant User, made outside of the service without prior notification to Grantable, constitutes a full waiver by both parties of any Grantable payment guarantees or dispute protections as discussed in Sections 13 and 14 below, even as they may relate to prior payments made within the service.
e. Promotional Codes and Credits. Grantable may, in its sole discretion, create pro-motional codes that may be redeemed for account credit, or other features or benefits related to a Consultant User’s services, subject to the following terms and any additional terms that Grantable establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern Consultant Users and payment.
i. Use of Promo Codes Does Not Imply a Grant Professional-Client Relationship. From time to time, Grant Clients may have access to discounts supplied by Grantable which, in part, use Grantable’s funds to pay for a portion of the grant fees paid by Grant Clients to Consultant Users. The use of such coupons does not imply any grants professional-client relationship between Grantable and the Consultant Users where a coupon is used for any paid billings from a Grant Client.
ii. Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.
iii. Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly permitted by Grantable. Promo Codes have no cash value and may expire or be disabled by Grantable at any time, for any reason, prior to your use. Grantable reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Grantable deter-mines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.
7. Disintermediation Policy and Fees.
a. The parties acknowledge that Grantable uses substantial labor and effort to connect Grant Client with Grantable’s Consultant Users. Except as provided in section 6.a and 6.b, above, Grant Client represents and warrants that it will not circumvent or attempt to circumvent Grantable or this Agreement, or in any way procure grant services from a Consultant User outside of the Grantable Platform, without Grantable’s prior written consent. Should Grant Client breach its warranty in this section, Grant Client shall pay Grantable a one-time fee equal to the greater of: 1) twenty five percent (25%) of Consultant User’s estimated annual compensation from Grant Client; or 2) $2,500. Upon payment of the aforementioned fees described in this Section, Grantable shall provide written consent for the Consult-ant User to provide grant services to Grant Client off of the Grantable Platform. This section shall not apply to a Grant Client who has a demonstrable history of obtaining grant services from Consultant User, prior to the Effective Date of this Agreement.
b. At Grantable’s discretion, any Consultant Users engaging Grant Clients such as to cause a violation of 7.a. above may have substantial restrictions placed on their account, which may meaningfully limit their usage of Grantable
8. Third Party Content.
There may be content from third parties on Grantable’s website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that con-tent may link to.
a. Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (“Third Party Content”). Your use of the Service is consent for Grantable to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.
b. No Responsibility For Third Party Content. As part of the Service, Grantable may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Service sub-scribers. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Grantable. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.
c. No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or other-wise use any Third Party Content except as permitted by Grantable’s terms and conditions.
9. Copyright Infringement and DMCA Policy.
If you believe that material located on or linked to by Grantable violates your copyright, please notify Grantable in accordance with our Digital Millennium Copyright Act Policy.
a. Termination of Repeat Infringer Accounts. Grantable respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a User’s ac-cess to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of Grantable or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
b. DMCA Take-Down Notices. If you are a copyright owner or an agent of a copy-right owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to Grantable’s designated copyright agent at 1717 East Cary Street, Richmond, VA 23223.
c. Response To DMCA Take-Down Notices. If Grantable takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to Grantable. Any DMCA infringement notice may be for-warded to the party that made the content available or to third parties such as ChillingEffects.org.
d. Counter-Notices. If you believe that your User-Generated Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content you submitted to the Website, you may send a properly for-matted counter-notice to Grantable’s copyright agent using the contact information set forth above.
e. Response to DMCA Counter-Notices. If a counter-notice is received by Grantable’s copyright agent, Grantable may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
10. Intellectual Property Notice.
Grantable retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.
a. No Transfer. Grantable retains ownership of all intellectual property rights of any kind related to the Website and Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Website and the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any Grantable or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.
b. Specifically, Grantable, Grantable.co, and all other trademarks that appear, are displayed, or are used on the Website or as part of the Service are registered or common law trademarks or service marks of Grantable, Inc.. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Grantable, except as an integral part of any authorized copy of the Content.
11. Email Communications.
We use email and electronic means to stay in touch with our users.
b. Legal Notice To Grantable Must Be In Writing. Communications made through email or the Service’s private messaging system will not constitute grant notice to Grantable or any of our officers, employees, agents or representatives in any situation where notice to Grantable is required by contract or any law or regulation.
As further defined herein, you may cancel this Agreement and close your account at any time. Termination of the Grantable Service does not terminate grants professional-client relationships or obligations.
a. You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using Grantable. If you wish to delete your User account data, please contact Grantable at firstname.lastname@example.org. We will retain and use your information as necessary to comply with our grant obligations, resolve disputes, and enforce our agreements, but bar-ring grant requirements, we will delete your full profile within 30 days.
b. Grantable May Terminate This Agreement. Grantable may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.
c. Relationships Between Grant Professional And Client Survive Termination. Termination of your relationship with Grantable does not affect your relationship with any consultant or client you have retained through the Grantable Service. All grant, contractual, and ethical duties, obligations and responsibilities survive termination of the Grantable relationship.
d. Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
13. Payment and Transactions.
a. Payment Process. As further defined herein, payment will be processed as specified in the proposal and/or invoice and agreed upon by the Grant Client and the Consultant User. When a Job (or a segment thereof as pre-agreed in writing by the Grant Client and the Consultant User) is marked as completed by the Consultant User, Grantable will inform the Grant Client that the Job (or a segment thereof as pre-agreed in writing by the Grant Client and the Consultant User) is complete. The Grant Client must then pay the agreed-upon amount or request changes. If the Grant Client has taken no action after 24 hours, Grantable will have the right to charge the Grant Client's credit card, bank account, or PayPal account for the full amount of the agreed-upon fee or undisputed invoice, including applicable service or processing fees. The Grant Client may submit disputes over payment to email@example.com provided that he or she adheres to the other conditions set forth in Section 14 (Grant Client-Consultant User Dispute Resolution Procedures).
b. Responsibility for Payment. You are responsible for all fees, including taxes, service, and processing fees, associated with your use of the Service. By using the Service, you agree to pay the Consultant User through Grantable the amount agreed on in the Bid or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to in-fo@Grantable.com and adhere to the other conditions set forth in Section 14 (Grant Client-Consultant User Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.
c. Grantable’s Responsibility. Grantable agrees to present you with a full invoice of each charge in advance of charging your credit card or PayPal account. Grantable agrees to pay the applicable Consultant User the amount received, less service or processing fees, if any.
d. Payment Authorization. By agreeing to these terms, you are giving Grantable permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize Grantable to bill, as well as any payments owed. Depending on the Services, Grantable may charge you on a one-time or recurring basis. You authorize Grantable to charge you the full amount owed to any Consultant User via the Service, as well as any applicable service and processing fees. For the avoidance of doubt, in the event that in a particular instance a Consultant User only uses the Services to invoice you for grant services other than those which are the subject of a Bid, by placing your credit card or PayPal account on file with Grantable or our third party payment processor, you acknowledge and agree that the payment terms set forth in this Section 12 shall apply.
14. Grant Client-Verified Consultant User Dispute Resolution Procedures.
In the event that a Grant Client has a good faith belief that the nature or quality of the grant services rendered by a Verified Consultant User in connection with the relevant Job are not consistent with industry standards or the provisions of the related Bid or these Terms and Conditions, or the amounts invoiced for the grant services provided by such Consultant User are not consistent with such Bid (such matter, a “Services-Related Disputed Matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the “Withheld Payment Amounts”), subject to the following terms and conditions (the “Withheld Payment Amount Conditions”):
b. In the event that the Grant Client does submit a Services-Related Dispute Notice within the Grant Client Dispute Notice Period, and such request contains the information set forth in clause 14.a. above, Grantable will attempt in good faith to work with the Grant Client and Verified Consultant User for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the “Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter. In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Grant Client, Verified Consultant User and, if relevant, Grantable will take the agreed upon steps to execute the agreed-upon resolution.
c. In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, Grantable shall make a determination in its sole and absolute discretion (the “Grantable Services-Related Disputed Matter Deci-sion”), and based upon the information theretofore provided by the Grant Client and Verified Consultant User, as to whether the nature and quality of the grant services rendered in connection with the Job which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Bid and these Terms and Conditions. Should Grantable decide the Services-Related Disputed Matter in favor of the Verified Consultant User, the Grant Client shall be obligated to make payment of the Withheld Payment Amounts to such Consultant User within the seven (7) calendar day period after the date on which such Grant Client is notified in writing of the Grantable Services-Related Disputed Matter Decision (the “Grantable Services-Related Disputed Matter Decision Notice”). In the event that the Grant Client fails to make timely payment, Grantable will remit the Withheld Payment Amounts to the Verified Consultant User who will assign his or her rights to reimbursement for such amounts to Grantable which may, in its sole discretion, process payment pursuant to Section 13.d and/or elect to pursue its rights and remedies against the Grant Client.
d. Should Grantable decide the Services-Related Disputed Matter in favor of the Grant Client, the Grant Client shall no longer be obligated to make payment of the Withheld Payment Amounts to the Verified Consultant User and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to Grantable. In such event, the Verified Consultant User shall (i) be deemed to have waived his or her rights to seek such amounts from the Grant Client, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against Grantable which are equivalent to those proceedings set forth in Section 21.d. hereof (Arbitration) by providing Grantable with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the “Services-Related Arbitration Election Time Period”). In the event that the Verified Consultant User does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts. In the event that the Verified Consultant User and Grant Client have both timely availed themselves of the rights set forth in Section 13 and Section 14, the procedures set forth in Section 14 shall take precedent over the proceedings set forth in Section 14 and the Verified User Consultant agrees to permanently waive his or her right to pursue his or her rights set forth in Section 13 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter. The procedures set forth in this Section 14 shall be referred to herein as the “Alternative Dispute Resolution Procedures”.
15. Disclaimer of Warranties.
We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect. a. Grantable provides the Website and the Service “as is,” without warranty of any kind. Without limiting the foregoing, Grantable expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. b. Specifically, Grantable makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
16. Limitation of Liability.
We will not be liable for damages or losses arising from your use of the service or arising under this Agreement. Please read this section carefully; it limits our obligations to you. a. To the extent permitted by applicable law, in no event will Grantable be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; or (iv) any other interactions with Grantable or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other grant theory, and whether or not Grantable has been in-formed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. Grantable will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.
17. Third Party Beneficiaries.
Grantable may amend this Agreement from time to time, and in Grantable’s sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page. Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement. Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.
19. Dispute Resolution and Arbitration Agreement
a. Grantable is committed to participating in a consumer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) Country of Residence is in the United States; or (ii) your Country of Residence is not in the United States, but bring any claim against Grantable in the United States (to the extent not in conflict with Section 21).
b. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Grantable each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email ad-dress you have provided to us; you can contact Grantable’s customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.
c. Agreement to Arbitrate. You and Grantable mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Grantable Service (collectively, “Disputes”) will be settled by binding arbitration (the “Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be en-forced or applies to our Dispute, you and Grantable agree that the arbitrator will decide that issue.
d. Exceptions to Arbitration Agreement. You and Grantable each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copy-rights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
e. Modification to AAA Rules - Arbitration Hearing/Location. In order to make the arbitration most convenient to you, Grantable agrees that any required arbitration hearing may be conducted, at your option, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
f. Modification of AAA Rules - Attorney’s Fees and Costs. You and Grantable each agree that either party may be entitled to seek an award of legal fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.
g. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim.
h. Jury Trial Waiver. You and Grantable acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.
i. No Class Actions or Representative Proceedings. You and Grantable acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private grants professional-general action, or any other representative proceeding as to all Disputes. Further, unless you and Grantable both otherwise agree in writing, the arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.
j. Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
k. Changes. Notwithstanding the provisions (“Modification of these Terms”), if Grantable changes this Section (“Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within three (3) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Grantable’s notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Grantable in accordance with the provisions of the “Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).
a. Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and Grantable and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Virginia, without regard to conflict of law provisions. You and Grantable agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Richmond, Virginia, except as provided below in this Agreement.
b. Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Grantable to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
c. Limitation of Term of Action. You agree that any cause of action related to or arising out of your relationship with Grantable must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
e. Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.