Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and GraceRock Global LLC ("Company," "we," "our," or "us"), a company incorporated under the laws of USA. By accessing our website or using our services, you agree to be bound by these Terms and our Privacy Policy.

2. Company Information

3. Services Description

GraceRock AI provides the following services:

• AI workforce automation solutions
• Digital marketing and advertising management
• Conversion tracking and analytics
• Customer service AI implementation
• Business process automation
• Consultation and strategy services

4. Service Terms and Conditions

4.1 Service Agreement

Specific services will be detailed in separate Service Agreements or Statements of Work, which will incorporate these Terms by reference.

4.2 Service Delivery

We will use reasonable commercial efforts to deliver services according to agreed timelines. Delays may occur due to:

• Client delays in providing necessary information or access
• Third-party system limitations or downtime
• Force majeure events
• Changes in project scope requested by the Client

4.3 Client Responsibilities

Clients must:

• Provide accurate and timely information
• Grant necessary system access and permissions
• Comply with all applicable laws and regulations
• Maintain confidentiality of login credentials
• Pay fees according to agreed payment terms

5. Payment Terms

5.1 Fees and Billing

Service fees will be specified in individual Service Agreements. Payment terms include:

• Fees are quoted in US Dollars (USD) unless otherwise specified
• Payment due within 30 days of invoice date unless otherwise agreed
• Late payment may incur interest at prime rate plus 2% per annum
• All fees are exclusive of VAT unless stated otherwise

5.2 Refund Policy

Refunds are considered on a case-by-case basis for:

• Services not delivered due to our fault
• Material breach of service quality standards
• Cancellation within agreed cooling-off periods

6. Intellectual Property Rights

6.1 Our Intellectual Property

We retain all rights to:

• Our proprietary software, tools, and methodologies
• General knowledge and expertise gained
• Pre-existing intellectual property
• Derivative works based on our existing IP

6.2 Client Intellectual Property

Clients retain ownership of:

• Business data and information provided to us
• Client-specific configurations and customisations
• Content created specifically for the Client

6.3 Third-Party Intellectual Property

Clients are responsible for ensuring they have rights to use any third-party content, data, or systems integrated into our services.

7. Confidentiality

Both parties agree to:

• Maintain confidentiality of proprietary information
• Use confidential information only for authorised purposes
• Implement reasonable security measures
• Return or destroy confidential information upon request

8. Data Protection and Privacy

Our data processing practices are governed by:

• Applicable US federal and state privacy regulations
• Our Privacy Policy (incorporated by reference)
• Data Processing Agreements where applicable
• International data transfer safeguards

9. Limitation of Liability

9.1 Service Limitations

Our services are provided "as is" and we do not guarantee:

• Uninterrupted or error-free operation
• Specific business outcomes or ROI
• Compatibility with all third-party systems
• Achievement of particular performance metrics

9.2 Liability Cap

Our total liability for any claims shall not exceed the total fees paid by the Client in the 12 months preceding the claim, except for:

• Death or personal injury caused by our negligence
• Fraud or wilful misconduct
• Violations of intellectual property rights
• Other matters that cannot be limited by US law

9.3 Consequential Damages

We shall not be liable for indirect, consequential, or special damages including lost profits, business interruption, or data loss, except where prohibited by law.

10. Indemnification

Clients agree to indemnify us against claims arising from:

• Client's breach of these Terms
• Violation of third-party rights
• Misuse of our services
• Client's negligent acts or omissions

11. Termination

11.1 Termination Rights

Either party may terminate:

• With 30 days' written notice for convenience
• Immediately for material breach (after cure period)
• Immediately for insolvency or liquidation

11.2 Effect of Termination

Upon termination:

• All outstanding fees become immediately due
• Access to services will be discontinued
• Data return or destruction as per agreement
• Survival of confidentiality and IP provisions

12. Force Majeure

Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including:

• Natural disasters
• Government actions or regulations
• Internet or telecommunications failures
• Third-party service provider outages
• Pandemics or public health emergencies

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of USA.

13.2 Dispute Process

Disputes will be resolved through:

1. Good faith negotiations
2. Mediation (if agreed by both parties)
3. Arbitration under the Federal Arbitration Act (9 U.S.C. §§ 1-16)
4. Appropriate courts in the State of New Mexico for non-arbitrable matters

14. Consumer Protection

We are committed to fair business practices in accordance with applicable consumer protection laws. Your rights include:

• Right to fair and transparent marketing practices
• Right to honest and accurate service descriptions
• Right to fair, just, and reasonable terms and conditions
• Cooling-off periods for applicable transactions as required by law

15. Website Terms

15.1 Acceptable Use

When using our website, you must not:

• Violate any applicable laws
• Interfere with site functionality
• Attempt unauthorised access
• Upload malicious content
• Infringe intellectual property rights

15.2 Third-Party Content

Our website may contain links to third-party sites. We are not responsible for their content, availability, or practices.

16. Electronic Communications

By using our services, you consent to:

• Receiving communications electronically
• Electronic delivery of agreements and notices
• Electronic signature validity

17. General Provisions

17.1 Entire Agreement

These Terms, together with our Privacy Policy and any Service Agreements, constitute the entire agreement between the parties.

17.2 Amendments

We may update these Terms with reasonable notice. Material changes will be highlighted and require your acceptance.

17.3 Severability

If any provision is found unenforceable, the remainder of these Terms will remain in effect.

17.4 Assignment

We may assign these Terms in connection with a business transfer. Clients may not assign without our written consent.

18. Contact Information

For questions about these Terms, contact us:

Notice: These Terms are provided in English. Translations may be available but the English version shall prevail in case of any discrepancy.