Terms of use

Last Updated: June 12, 2023

Please read these terms of use carefully. These terms of use constitute a legally binding agreement between you and Gravitii Technologies Inc. ("Gravitii," "we," "us," "our"), and governs your use of the Gravitii Platform. Gravitii’s website (including www.gravitii.care and all associated and successor URLs) and related services, information, content and communications are collectively referred to as the “Gravitii Platform“. If you are accessing and using the Gravitii Platform on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all terms and conditions provided in this Agreement.

Gravitii is committed to protecting the privacy of your personal information. To learn more about and understand our data collection practices, please see our Privacy Policy at www.gravitii.care/privacy. You acknowledge that by using the Gravitii Platform you have reviewed the Privacy Policy.

Your consent at registration and/or your continued use of the Gravitii Platform constitutes your acceptance of and agreement to all of the terms and conditions in these terms of use and the Privacy Policy (collectively, the “Agreement“). We reserve the right, in our sole discretion and at any time, to revise and update this Agreement. Any and all such modifications are effective immediately upon posting and apply to all use of the Gravitii Platform. It is your responsibility to ensure that you are aware of the current terms of this Agreement when you use the Gravitii Platform. Your continued use of the Gravitii Platform after any such changes come into effect will constitute your acceptance of such changes. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must deactivate your account and immediately stop using the Gravitii Platform.

BY ACKNOWLEDGING THESE TERMS OF USE AND/OR USING THE GRAVITII PLATFORM, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT USE OR ACCESS THE GRAVITII PLATFORM.

1.  Connections between Clients and Care Providers

The Gravitii Platform is a web-based platform that enables communication and connections between Clients and Care Providers and facilitates scheduling and payment of Care Services. "Clients" are individuals and/or businesses seeking to obtain in-home care services ("Care Services") from Care Providers, and "Care Providers" are individuals and/or businesses seeking to perform Care Services for Clients. Clients and Care Providers together are hereinafter referred to as "Users."

You acknowledge and agree that, if you agree to obtain Care Services from a Care Provider, or you agree to provide Care Services to a Client as a Care Provider, a legally binding contract is formed between you and the other User (the “Care Services Agreement“). The terms of the Care Services Agreement include the terms proposed and accepted on the Gravitii Platform and any other contractual terms agreed to between the Client and the Care Provider, provided such terms do not conflict with this Agreement. In the event of conflict between any Care Services Agreement and this Agreement, this Agreement will prevail. You agree that Gravitii is not a party to any Care Services Agreement and the formation of the Care Services Agreement will not, under any circumstance, expand Gravitii’s obligations or limit Gravitii’s rights under this Agreement or create an employment or other service relationship between Gravitii and the Care Provider.

GRAVITII DOES NOT PROVIDE CARE SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM CARE SERVICES. GRAVITII SOLELY OPERATES AS AN ONLINE MARKETPLACE THAT CONNECTS CARE PROVIDERS AND CLIENTS. CARE PROVIDERS ARE INDEPENDENT BUSINESS OWNERS, PROVIDING CARE SERVICES UNDER THEIR OWN NAME OR BUSINESS NAME (NOT UNDER GRAVITII’S NAME), AND, IF ENGAGED BY A CLIENT, ARE WORKING DIRECTLY FOR SUCH CLIENT.

CARE PROVIDERS ARE NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF GRAVITII. GRAVITII DOES NOT: (I) SET THE RATES FOR CARE SERVICES PROVIDED BY A CARE PROVIDER; (II) SUPERVISE, SCOPE, DIRECT, CONTROL OR MONITOR THE CARE PROVIDER’S PERFORMANCE OF THE CARE SERVICES; (III) SET A CARE PROVIDER’S WORK LOCATIONS OR WORK HOURS; OR (IV) PROVIDE EQUIPMENT OR SUPPLIES FOR THE CARE PROVIDER TO PROVIDE THE CARE SERVICES. CARE PROVIDERS ARE FREE TO OFFER AND PROVIDE CARE SERVICES ELSEWHERE, INCLUDING THROUGH COMPETING PLATFORMS. CARE PROVIDERS ACKNOWLEDGE AND AGREE THAT THEY ARE RESPONSIBLE FOR EXERCISING THEIR OWN BUSINESS JUDGMENT ENTERING INTO CARE SERVICES AGREEMENTS AND PERFORMING CARE SERVICES, AND THAT THERE IS A CHANCE FOR INDIVIDUAL PROFIT OR LOSS DEPENDING ON HOW THE CARE PROVIDER EXERCISES SUCH JUDGMENT.

GRAVITII IS NOT RESPONSIBLE OR LIABLE FOR WORKERS’ COMPENSATION OR ANY TAX PAYMENTS OR WITHOLDING, INCLUDING BUT NOT LIMITED TO APPLICABLE SALES TAXES, UNEMPLOYMENT OR EMPLOYMENT INSURANCE, OR DISABILITY INSURANCE. EACH USER IS SOLELY RESPONSIBLE AND LIABLE FOR PROPER WORKER CLASSIFICATION UNDER APPLICABLE LAW AND RELEVANT GUIDELINES.

Any content provided by Gravitii on the Gravitii Platform is for general information purposes only. It is not intended to be, and you should not regard it as, medical or other professional advice, or a substitute for any of the foregoing. You should obtain personalized advice from a licensed physician or other qualified health care provider before making health care decisions, including but not limited to, before engaging Care Services or taking or refraining from any action on the basis of any content on the Gravitii Platform.

2.  User Verification and Representations and Warranties

Users are solely responsible for interviewing and verifying information provided by other Users, and for selecting an appropriate Care Provider or Client (as applicable). Care Providers determine which categories of Care Services they are qualified to provide, and determine the scope of the Care Services to be provided directly with the Client. Clients should confirm with the Care Provider that the Care Provider is qualified to perform the Care Services prior to the Care Provider performing such Care Services.

You acknowledge and agree that Gravitii:

• does not verify, review, evaluate, interview, screen, vet or perform background checks on Care Providers or Clients;
• does not verify any materials or content submitted, posted or transmitted through the Gravitii Platform by Users or others;
• does not endorse, certify or guarantee Care Providers or the skills or qualifications of Care Providers, or whether a Care Provider is licensed, insured, trustworthy, safe or suitable;
• will not be responsible or liable for any false, inaccurate or misleading statements made by Users, or your reliance thereon;
• does not monitor Care Services or any communications between Care Providers and Clients; and
• does not otherwise oversee, monitor or assume responsibility or liability for the actions of Users on or off of the Gravitii Platform.

YOU ARE AWARE THAT THERE ARE MANY RISKS AND DANGERS INVOVLED WITH RECEIVING AND PROVIDING CARE SERVICES. THESE RISKS AND DANGERS INCLUDE, BUT ARE NOT LIMITED TO, PHYSICAL AND MENTAL ABUSE, BODILY HARM, MENTAL DISTRESS, THEFT, PROPERTY DAMAGE, NEGLIGENCE OF OTHER USERS, AND THE FAILURE OF OTHERS TO TAKE REASONABLE STEPS TO SAFEGUARD OR PROTECT YOU FROM THE RISKS AND DANGERS. YOU ACCEPT AND FULLY ASSUME ALL SUCH RISKS AND DANGERS WHEN USING THE GRAVITII PLATFORM, INCLUDING, BUT NOT LIMITED TO, ALL OF THE RISKS ASSOCIATED WITH ANY ONLINE OR OFFLINE INTERACTIONS WITH USERS OF THE GRAVITII PLATFORM. YOU AGREE TO TAKE ALL NECESSARY PRECAUTIONS WHEN INTERACTING WITH OTHER USERS.

You represent and warrant that:

• you are at least the age of majority in the jurisdiction in which you reside;
• you have the right, authority and capacity to enter into, and abide by the terms and conditions of, this Agreement, and you will abide by the terms and conditions of this Agreement;
• you will not make any false or misleading representations on the Gravitii Platform or in your interactions with other Users, and you will only provide current, true and accurate information, including with respect to your name, business name, and qualifications (as applicable);
• you will fulfill the commitments you make to other Users, including, but not limited to, being present and/or available at the time agreed upon for Care Services;
• you will only make or receive payment for Care Services arranged through the Gravitii Platform using the third party payment service provider provided by Gravitii, and you will not request, make, or accept a booking or any payment outside of the Gravitii Platform from Users you connected with on the Gravitii Platform to avoid paying fees, taxes, or for any other reason (this does not prevent Care Providers from maintaining their own, separately obtained clientele);
• you will act professionally and responsibly when interacting with other Users, and when using or accessing the Gravitii Platform;
• you will comply with all applicable law (including those related to privacy and data protection), and will act in good faith, when using the Gravitii Platform, providing or receiving Care Services, and otherwise interacting with other Users; and
• if you are soliciting Care Services on behalf of another individual, you have the authority to act on their behalf and you are responsible for their compliance with this Agreement.

If you are a Care Provider, you further represent and warrant that:

• you will only offer to perform Care Services for which you have the necessary ability, skills and expertise;
• you are not restricted from performing the Care Services in your jurisdiction;
• you will perform timely, high-quality Care Services to Clients, and perform such services safely and in accordance with all applicable laws and any safety guidelines or best practices communicated by Gravitii from time to time;
• you are operating as a sole proprietor, partnership, limited liability company, limited liability partnership, corporation or other business entity; and
• before offering Care Services, you are responsible for identifying and obtaining, and have obtained and will maintain, any licenses, permits, registrations and insurance required to operate your business and provide Care Services.

3.  Account Security and Communications

The transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the privacy or security of any information transmitted over the Internet, including by email, though the Gravitii Platform, or otherwise. Any transmission of information over the Internet is at your own risk. We are not responsible for any damages suffered by you or others related to transmission of your information over the Internet.

The safety and security of your information also depends on you. You must keep any username, password, or any other piece of information used to create an account (whether chosen by you or provided to you as part of our security procedures) confidential, and you must take all reasonable precautions to prevent access or disclosure to, or use by, any other person or entity. You agree to notify us immediately of any known or suspected unauthorized access to or use of your account, username, password or other security information, or any other breach of security, by emailing us at security@gravitii.care. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access to your account. You are also responsible for ensuring that all information you provide on the Gravitii Platform is correct, current, and complete, and for promptly advising us of any changes required to the email address or other contact information associated with your account.

The Gravitii Platform may contain links to websites that are independently maintained by others. Because Gravitii does not control or monitor these third party websites, Gravitii makes no representations or warranties regarding, and assumes no responsibility for, these websites or any content referred to or included on these websites. A hyperlink to a third party website is for convenience only, and is not an endorsement or approval of such website, third party, or the third party’s products or services. Accessing a website via a hyperlink provided on the Gravitii Platform is entirely at your own risk.

4.  User Conduct

The Gravitii Platform may enable you to communicate with other Users, including by direct messaging. We do not monitor these communications and take no responsibility for the conduct of Users, including without limitation, another User’s failure to comply with the User Conduct restrictions in this Section. We recommend that you be careful and exercise common sense and good judgment when communicating with other Users.

You may not use the Gravitii Platform for the following purposes, or do any of the following while using the Gravitii Platform or providing or receiving Care Services:

• engage in any illegal, fraudulent or improper conduct, including but not limited to submitting any content that is illegal, inaccurate, misleading, misappropriated, infringing, dilutive, defamatory, obscene, offensive or otherwise objectionable or that may cause damage or adverse publicity to Gravitii;
• violate the rights of others, including but not limited to rights of privacy, confidentiality, reputation, and publicity;
• take any steps that could undermine the security or integrity of the Gravitii Platform ;
• advertise or offer to sell any goods or services through the Gravitii Platform beyond the Care Services offered through the Gravitii Platform;
• impersonate another person or User or allow any other person or entity to use your account to access the Gravitii Platform;
• imply or state that any statements you make are endorsed by Gravitii;
• use the Gravitii Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to the use of the Gravitii Platform as set out herein.

Except as expressly permitted in this Agreement, you agree you will not (and will not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, time-share, or otherwise provide access to the Gravitii Platform to a third party; (ii) alter, edit, modify or create derivative works of the Gravitii Platform or any portion of the Gravitii Platform; (iii) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to the Gravitii Platform; (iv) use the Gravitii Platform to store or transmit any code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (v) interfere with or disrupt the integrity or performance of the Gravitii Platform or data contained therein, (vi) attempt to gain unauthorized access to the Gravitii Platform or the related systems or networks, (vii) access the Gravitii Platform for the purpose of building a competitive product or service or copying its features or user interface; (viii) use the Gravitii Platform in any manner that violates terms of this Agreement; or (ix) remove or obscure any of Gravitii’s proprietary or other notices contained in the Gravitii Platform.

5.  Suspension or Termination of Your Account

We may suspend your access to the Gravitii Platform or terminate your account, without notice or liability, at our sole discretion and for any reason, including but not limited to: (i) any breach or suspected breach of the terms of this Agreement, including your failure to pay the applicable fees when due; (ii) if you repeatedly cancel scheduled Care Services without justification, either as a Client or a Care Provider; or (iii) any use of the Gravitii Platform that, in our sole discretion, threatens the security, integrity, safety or availability of the Gravitii Platform. You may terminate this Agreement at any time by ceasing all use of the Gravitii Platform and deactivating your account.

If Gravitii suspends or terminates your access and use of the Gravitii Platform, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party.

We also reserve the right, in our sole discretion, to modify, suspend or discontinue, temporarily or permanently, all or any portion the Gravitii Platform, including any features and functionality therein, at any time, with or without notice to you. Gravitii will not be liable to you for any such modification, suspension or discontinuance.

All parts of this Agreement which by their nature should survive termination of this Agreement will continue in full force and effect subsequent to and notwithstanding the termination of this Agreement or your use of the Gravitii Platform.

6.  Fees and Payment

Clients must pay for all Care Services arranged through the Gravitii Platform via Gravitii’s third party payment service provider (the “PSP“). Such payment is being made directly from the Client to the Care Provider through the PSP. Gravitii is not a party to any agreements for Care Services, or party to the service agreement Users may need to enter into with the PSP. Because payments are made and secured through the PSP, Gravitii will never have access to or store your bank details.

Clients hereby authorize Gravitii, through the PSP, to run a pre-authorization on their credit card in advance of any appointment and, upon confirmation through the Gravitii Platform that Care Services have been completed, charge the fees applicable to such Care Services, including Gravitii’s service fee, which is calculated as a percentage of the fees owed to the Care Provider for the Care Services. All fees are non-refundable.

Clients are responsible for providing a valid credit card and for keeping their payment information up-to-date. If the Client’s credit card is invalid or charged back for any reason, if our PSP does not receive payment, or if the Client otherwise fails to pay the applicable fees when due, we reserve the right to disable or terminate Client’s access to the Gravitii Platform immediately, with or without notice. Gravitii is not obligated to compensate Care Providers for Client’s failure to pay for Care Services.

Care Providers will be required to provide their payment method details to Gravitii (via the PSP) in order to receive payment for Care Services. Care Providers will receive payment for Care Services provided at the frequency determined and communicated by Gravitii. Gravitii may change such payment frequency from time to time, at its sole discretion, and will provide Care Providers notice of such change.

Users of the Gravitii Platform will be liable for any taxes required to be paid on the Care Services provided.

7.  Intellectual Property

Gravitii’s names, slogans, logos, and trademarks, the Gravitii Platform , any and all related documentation, technology, code, know-how, and templates, the arrangement and look and feel of the Gravitii Platform, and any updates, modifications or derivative works of any of the foregoing (collectively the “Proprietary Material“) are Gravitii’s exclusive property. Gravitii retains all rights, title, and interests in and to the Proprietary Material. You acknowledge having been advised by Gravitii that the Proprietary Material is protected in Canada and internationally by applicable law including, but not limited to, copyright laws, trademark laws, treaty provisions and other intellectual property, confidential information and proprietary rights laws.

If you provide suggestions, ideas, enhancement requests, corrections, or other feedback to Gravitii concerning the Gravitii Platform (“Feedback“), we may use, disclose and exploit such Feedback without restriction or any obligation to account to you or the individual providing the Feedback. We are not required to consider or implement any Feedback.

8.  Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE GRAVITII PLATFORM IS MADE AVAILABLE ON AN “AS-IS”, “AS AVAILABLE”, “WHERE AS” AND “WITH ALL FAULTS” BASIS.

GRAVITII EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, QUALITY, GOOD AND WORKMANLIKE SERVICES, AND NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE.

GRAVITII DOES NOT WARRANT THAT (I) THE GRAVITII PLATFORM IS SUITABLE FOR OR WILL MEET YOUR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO COMPLYING WITH ANY LAW, RULE OR REGULATION; (II) THE GRAVITII PLATFORM IS FREE OF DEFECTS, MALICIOUS CODE, VIRUSES OR MALWARE; (III) THAT THE OPERATION OF THE GRAVITII PLATFORM WILL BE FREE FROM INTERRUPTION OR ERROR-FREE; (IV) THAT ERRORS OR DEFECTS IN THE GRAVITII PLATFORM WILL BE CORRECTED; OR (V) THAT CONTENT PROVIDED THROUGH THE GRAVITII PLATFORM IS ACCURATE OR COMPLETE.

IN ADDITION AND WITHOUT LIMITING THE FOREGOING, GRAVITII MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED REGARDING THE SUITABILITY OF ANY USERS TO PROVIDE CARE SERVICES AS CARE PROVIDERS OR TO ENGAGE CARE SERVICES AS CLIENTS.

9.  Limitation of Liability

GRAVITII is not responsible OR LIABLE for your use of, ANY RELIANCE UPON OR ANY INABILITY TO USE the GRAVITII PLATFORM and you accept that your access to and use of the GRAVITII PLATFORM is at your sole risk and expense.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE AND FOREVER DISCHARGE GRAVITII ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “GRAVITII PARTIES“) FROM ANY AND ALL CLAIMS AND LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE GRAVITII PLATFORM (INCLUDING BUT NOT LIMITED TO THE CONDUCT, ACTS OR OMISSIONS OF USERS ON OR OFF THE GRAVITII PLATFORM OR ANY CARE SERVICES), OF ANY NATURE OR KIND WHATSOEVER, AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER), THAT YOU NOW HAVE OR IN FUTURE MAY HAVE, EVEN IF THE GRAVITII PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, INCLUDING IN RESPECT OF PROPERTY DAMAGE, PERSONAL OR BODILY INJURY AND DEATH.

THE GRAVITII PARTIES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF THE GRAVITII PLATFORM. THE GRAVITII PARTIES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO THE QUALITY OR FITNESS OF ANY CARE SERVICES.

HOWEVER, IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, ANY OF THE GRAVITII PARTIES ARE FOUND LEGALLY RESPONSIBLE TO YOU FOR ANY LOSSES YOU MAY HAVE SUFFERED, THEN THE GRAVITII PARTIES’ AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE TOTAL FEES PAID BY YOU THROUGH THE GRAVITII PLATFORM FOR CARE SERVICES (IF YOU ARE A CLIENT) OR THE TOTAL FEES PAID TO YOU BY CLIENTS THROUGH THE GRAVITII PLATFORM (IF YOU ARE A CARE PROVIDER), DURING THE 6 MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

YOU AND GRAVITII ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN YOU AND GRAVITII AND YOU AND GRAVITII HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.

10.  Indemnity

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE GRAVITII PARTIES FROM AND AGAINST ALL CLAIMS AND LOSSES, OF WHATEVER NATURE INCURRED OR SUFFERED BY, ANY OF THE INDEMNITEES ARISING FROM OR IN ANY WAY RELATED TO: (I) YOUR USE OR INABILITY TO USE THE GRAVITII PLATFORM, OR YOUR PARTICIPATION ON THE GRAVITII PLATFORM; (II) YOUR BREACH OR VIOLATION OF THIS AGREEMENT; (III) THE CONTENT YOU UPLOAD TO THE GRAVITII PLATFORM; (IV) ANY INTERACTIONS YOU HAVE WITH OTHER USERS ON OR OFF OF THE GRAVITII PLATFORM (INCLUDING BUT NOT LIMITED TO YOUR ACTS OR OMISSIONS IN THE PROVISION OR RECEIPT OF ANY CARE SERVICES); (V) YOUR VIOLATION OF ANY FEDERAL, PROVINCIAL OR LOCAL OR OTHER APPLICABLE LAWS, RULES OR REGULATIONS OR YOUR INFRINGEMENT, VIOLATION OR MISAPPROPRIATION OF THE RIGHTS OF ANY USER OR THIRD PARTY; AND (VI) YOUR FRAUD, NEGLIGENCE OR WILFUL MISCONDUCT.

Gravitii reserves the right, at its own expense, to assume exclusive defence and control of any matter subject to indemnification by you. You agree to provide all assistance as Gravitii may reasonably request in defence of any such claims. You shall not, in any event, settle any claim or matter subject to indemnification by you without the written consent of Gravitii.

11.  General Terms

Entire Agreement.This Agreement constitutes the entire agreement between you and Gravitii related to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, and representations and warranties, both written and oral, related to the subject matter of this Agreement.

No Agency; No Employment.No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement

Governing Law, Jurisdiction and Venue.This Agreement is governed by and is to be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law rule in any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods. The parties submit themselves to the exclusive jurisdiction of the federal or provincial courts located in Vancouver, British Columbia, Canada (except that Gravitii may seek injunctive relief to prevent improper or unauthorized use or disclosure of any Proprietary Material in any court of competent jurisdiction).

Severability and Waiver.Each section of this Agreement is distinct and severable. If any section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that section, in whole or in part, will not affect: (i) the legality, validity or enforceability of the remaining sections of this Agreement, in whole or in part; (ii) the legality, validity or enforceability of the remaining part of that section, if applicable; or (iii) the legality, validity or enforceability of that section, in whole or in part, in any other jurisdiction. Gravitii’s failure to enforce, or delay in enforcing, any of the provisions of this Agreement will not operate as a waiver of any of Gravitii’s rights or privileges under this Agreement.

Jury Trial and Costs Recovery.EACH PARTY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and legal fees on a full indemnity basis.

Contact.If you have any questions about the Gravitii Platform , or need to notify Gravitii as to any matters covered under this Agreement, please contact Gravitii at: contact@gravitii.care