Terms of Service

1. Acceptance of Terms

By accessing or using Gravity Studio, you agree to these Terms. This constitutes a valid and enforceable agreement under applicable law.

For specific Services provided under a separate service agreement, statement of work, or order form (each, a "Service Agreement"), your acceptance of the applicable Service Agreement will also bind you to these Terms. In the event of a conflict, the Service Agreement shall prevail to the extent of the conflict.

If you are accepting these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization.

2. Description of Services

Gravity Studio is a collaborative content workspace built on Payload CMS, providing:

• Content Management — Create, edit, and organize content with a structured editor and flexible content types.
• Staging & Review — Stage content changes and review them as a team before publishing.
• Audit Logging — Track every change with detailed audit trails for compliance and accountability.
• Multi-Tenant Workspaces — Manage multiple sites and brands from a single workspace.
• AI-Assisted Features — Content suggestions, writing assistance, and automated workflows powered by AI.
• Live Editing — Real-time collaborative editing with team presence and commenting.

We reserve the right to modify, enhance, or discontinue any feature at any time, provided that material changes to active subscriptions will be communicated with reasonable advance notice.

3. User Obligations & Acceptable Use

3.1 Your Obligations

In connection with your use of the Services, you agree to:

• Provide accurate, current, and complete information as required for service delivery.
• Maintain the confidentiality of any account credentials, API keys, or access tokens provided to you.
• Comply with all applicable federal, provincial, and local laws and regulations.
• Promptly notify Gravicity of any unauthorized access to your account or any security breach of which you become aware.
• Cooperate with Gravicity in good faith to facilitate the delivery of Services.

3.2 Acceptable Use

You shall not, and shall not permit any third party to:

• Use the Services for any unlawful, fraudulent, or malicious purpose.
• Transmit any content that is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable.
• Attempt to reverse-engineer, decompile, or disassemble any Gravicity system, workflow, or AI implementation.
• Attempt to gain unauthorized access to any Gravicity system, network, or data.
• Introduce viruses, malware, or any code of a destructive nature into the Services.
• Resell, sublicense, or redistribute the Services without our prior written consent.
• Use the Services in a manner that could damage, disable, or impair our infrastructure.

We reserve the right to suspend or terminate your access immediately upon notice if we reasonably determine that you have violated this Section.

4. Artificial Intelligence Services

4.1 AI Output Disclaimer

The Services utilize artificial intelligence technologies, including large language models, to generate content suggestions, summaries, and recommendations (collectively, "AI Outputs"). AI Outputs are provided on an "as-is" and "as-available" basis. Gravicity makes no representations or warranties regarding the accuracy, completeness, reliability, or fitness for a particular purpose of any AI Output.

4.2 No Professional Advice

AI Outputs do not constitute and shall not be construed as legal, financial, medical, tax, or any other form of professional advice. You should consult a qualified professional before making any decision based on AI Outputs.

4.3 Human Review Responsibility

You are solely responsible for reviewing, verifying, and validating all AI Outputs before relying upon, publishing, or acting on them. Gravicity shall not be liable for any consequences arising from the use of unreviewed AI Outputs.

4.4 Third-Party AI Model Dependencies

The Services may rely on AI models provided by third-party providers, including but not limited to Anthropic (Claude API). You acknowledge that:

• Third-party AI providers may modify or discontinue their services at any time, which may affect the functionality of our Services.
• Data submitted to AI features may be processed by third-party AI providers in accordance with their respective data processing agreements.
• Gravicity shall not be liable for service interruptions or changes imposed by upstream AI providers.

4.5 Prohibited AI Uses

You shall not use the AI capabilities of the Services to:

• Generate, distribute, or facilitate the creation of illegal or deceptive content.
• Impersonate any person or misrepresent the origin of AI-generated content when disclosure is required by law.
• Make automated decisions that produce legal effects on individuals without meaningful human oversight.
• Attempt to extract or reconstruct the underlying AI models or training data used in the Services.
• Use the Services to develop competing AI products or services.

5. Intellectual Property

5.1 Gravicity Platform IP

Gravicity retains all right, title, and interest in and to the Services, including all software, code, algorithms, workflows, methodologies, templates, and trade secrets (collectively, "Platform IP"). Nothing in these Terms grants you any ownership interest in the Platform IP.

5.2 Client Data

You retain all right, title, and interest in the data, content, and materials you provide to Gravity Studio ("Client Data"). You grant Gravicity a limited, non-exclusive, royalty-free license to use Client Data solely for performing the Services.

5.3 AI-Generated Outputs

Subject to full payment of applicable fees, you shall own the AI Outputs generated from your Client Data, to the extent such outputs are capable of being owned under applicable law. You acknowledge that:

• The legal status of AI-generated content ownership is evolving and may vary by jurisdiction.
• Gravicity retains all rights in the underlying prompts, system instructions, and methodologies.
• AI Outputs may not be unique. Similar outputs may be generated for other clients.

5.4 Feedback

If you provide suggestions or feedback regarding the Services, you grant Gravicity a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use and incorporate such feedback without restriction.

6. Payment Terms

6.1 Fees

Fees for the Services are as set forth in the applicable subscription plan or Service Agreement. All fees are quoted and payable in Canadian dollars (CAD) unless otherwise specified.

6.2 Taxes

All fees are exclusive of applicable taxes. You are responsible for all applicable federal and provincial sales taxes, including GST, HST, and any applicable provincial sales tax.

6.3 Invoicing & Payment

Subscription fees are billed in advance on a monthly or annual basis. Overdue amounts accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law, whichever is less.

6.4 Suspension for Non-Payment

Gravicity reserves the right to suspend access to the Services if any undisputed invoice remains unpaid for more than fifteen (15) days after the due date, following written notice.

7. Service Level Commitments

7.1 Uptime Target

Gravicity targets 99.5% monthly uptime for the Services.

7.2 Scheduled Maintenance

Scheduled maintenance windows will be communicated at least forty-eight (48) hours in advance.

7.3 Exclusions

The uptime target does not apply to unavailability caused by:

• Force majeure events (as defined in Section 16).
• Outages of third-party services.
• Actions or omissions by you or your users.
• Internet connectivity issues beyond our reasonable control.

8. Security Commitments

Gravicity maintains administrative, technical, and physical safeguards designed to protect Client Data. These safeguards include:

• Encryption in transit — TLS 1.2 or higher.
• Encryption at rest — AES-256 or equivalent.
• Access controls — Role-based access with multi-factor authentication.
• Monitoring & logging — Audit logging of access to systems containing Client Data.
• Incident response — Documented incident response plan with 72-hour notification for confirmed breaches.

9. Third-Party Service Dependencies

The Services integrate with third-party platforms. Current material dependencies include:

• Anthropic (Claude API) — AI language model processing.
• Cloud Infrastructure — Application hosting and database services.
• Additional integrations as specified in your Service Agreement.

You acknowledge that changes, outages, or discontinuation of third-party services may affect the Services. Gravicity will use commercially reasonable efforts to identify alternative solutions and communicate material impacts.

10. Limitation of Liability

10.1 Aggregate Cap

Gravicity's total aggregate liability shall not exceed the total fees actually paid by you during the twelve (12) months immediately preceding the event giving rise to the claim.

10.2 Exclusion of Consequential Damages

In no event shall Gravicity be liable for any indirect, incidental, special, consequential, or punitive damages, including damages for loss of profits, revenue, goodwill, or data.

10.3 Exceptions

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, gross negligence, or any liability that cannot be lawfully excluded.

11. Indemnification

You agree to indemnify and hold harmless Gravicity from and against any claims, damages, losses, and expenses arising out of:

• Your use of the Services in violation of these Terms or applicable law.
• Your Client Data, including any infringement claims.
• Your misuse of, or reliance upon, AI Outputs without appropriate human review.
• Your violation of any applicable data protection or privacy law.

12. Term & Termination

12.1 Termination for Convenience

Either party may terminate for any reason upon thirty (30) days' prior written notice. You may also cancel your subscription through your account settings.

12.2 Termination for Cause

Either party may terminate immediately if the other party commits a material breach and fails to cure within fifteen (15) days after written notice, or becomes insolvent.

12.3 Effect of Termination

Upon termination, all rights and licenses granted to you shall cease. Sections 4, 5, 6, 10, 11, 13, 15, and 19 shall survive termination.

13. Data Handling on Termination

13.1 Data Export

Upon termination, Gravicity will make your Client Data available for export in a standard format for thirty (30) days from the effective date of termination.

13.2 Data Deletion

Following the export period, Gravicity will securely delete your Client Data from active systems within sixty (60) days. Written confirmation of deletion is available upon request.

13.3 Exceptions

Gravicity may retain data as required by applicable law (including tax and financial record-keeping requirements) or to enforce these Terms. Retained data will continue to be protected per our Privacy Policy.

14. Privacy & Data Protection

Our collection, use, and protection of personal information is governed by our Privacy Policy, incorporated into these Terms by reference.

We comply with PIPEDA, applicable provincial privacy legislation, and where applicable, the GDPR. Where you act as a data controller and Gravicity acts as a data processor, the parties shall enter into a data processing agreement reflecting applicable legal requirements.

15. Dispute Resolution

15.1 Good-Faith Negotiation

The parties shall first attempt to resolve any dispute through good-faith negotiation for thirty (30) days.

15.2 Mediation

If not resolved through negotiation, either party may submit the dispute to mediation administered by the ADR Institute of Canada in Toronto, Ontario.

15.3 Litigation

If not resolved through mediation within sixty (60) days of the initial notice, either party may commence legal proceedings in the courts of the Province of Ontario.

15.4 Injunctive Relief

Either party may seek injunctive relief from a court of competent jurisdiction at any time to prevent irreparable harm.

16. Force Majeure

Neither party shall be liable for failure or delay caused by circumstances beyond reasonable control, including acts of God, natural disasters, pandemics, war, government actions, power outages, internet disruptions, cyberattacks, or third-party infrastructure failures. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate upon written notice.

17. Modification of Terms

Gravicity reserves the right to modify these Terms with thirty (30) days' prior notice of material changes. Continued use after the effective date constitutes acceptance. If you do not agree, you may terminate your subscription per Section 12.1.

18. European Union Users

18.1 Consumer Protection

Nothing in these Terms shall affect your rights under mandatory consumer protection laws of your country of residence.

18.2 Applicable Law

While these Terms are governed by Ontario law, EU consumers retain the benefit of any mandatory provisions of the law of their country of habitual residence, in accordance with the Rome I Regulation.

18.3 Dispute Resolution

EU consumers may bring proceedings in the courts of their country of habitual residence and may access the European Commission's Online Dispute Resolution platform.

18.4 Data Protection

Your personal data is processed in accordance with our Privacy Policy and the GDPR. You may exercise your data subject rights as described in our Privacy Policy.

19. Governing Law & Jurisdiction

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Subject to Section 15 and Section 18, the parties submit to the exclusive jurisdiction of the courts of Ontario, sitting in Toronto.

20. General Provisions

20.1 Entire Agreement

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

20.2 Severability

If any provision is held invalid, it shall be modified to the minimum extent necessary or severed, without affecting the remaining provisions.

20.3 Assignment

You may not assign these Terms without Gravicity's prior written consent. Gravicity may assign in connection with a merger, acquisition, or sale of assets.

20.4 Waiver

The failure to enforce any provision shall not constitute a waiver. Any waiver must be in writing.

20.5 Notices

All notices shall be in writing. Notices to Gravicity for legal matters shall be sent to hello@gravicity.io.

20.6 Independent Contractors

The relationship between you and Gravicity is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, or employment relationship.

21. Contact Information

For questions about these Terms or our Services: