Terms of Service & Legal Disclosures

1. Agreement and eligibility

By joining the waitlist, creating an account, or using the Service, you agree to these Terms, to our Privacy Policy, and, if you enroll in text messaging, to our SMS Terms. If you do not agree, do not use the Service.

To use Graxe you represent and warrant that you:

• Are at least 18 years old;
• Can lawfully enter a binding contract;
• Are not prohibited from using the Service under U.S. law or the law of your jurisdiction;
• Have never been convicted of, or pled no contest to, a felony or indictable offense, a crime of violence, or a sex crime, and are not required to register as a sex offender with any government registry;
• Will use the Service for yourself, as yourself, seeking a genuine relationship, and not for any commercial, promotional, or deceptive purpose;
• Are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and are not listed on any U.S. Government list of prohibited or restricted parties.

2. Important safety disclosure

3. Identity verification and voluntary background screening

Identity verification

To protect the community, Graxe requires members to complete identity verification before or during membership. Verification uses your profile photographs, one verification selfie, and the photograph on your government-issued ID, and may generate facial measurements, including a scan of face geometry, used solely to confirm that the photographs show one person and that you match your ID. The comparison runs on your own device using Apple technology, and there is no outside verification provider. Before any capture you are shown a separate biometric notice and asked for your written authorization; you may decline and leave enrolment, in which case nothing is captured and membership cannot be completed. What is collected, how long it is kept, and how it is destroyed are described in our Privacy Policy and in full in the Biometric Data Retention and Destruction Policy. Providing false identity information, verifying as someone else, or helping another person evade verification is grounds for immediate and permanent removal.

Registry check

Before you can join, Graxe checks the name and date of birth printed on your government-issued identification, together with your state, against the National Sex Offender Public Website, the public registry maintained by the United States Department of Justice. Every member is checked the same way. This is not a criminal background check, and no other record is searched; your identification image and your photographs never leave your device for it. You are shown a Registry Check Notice and asked to acknowledge it before your identification is read, and you may decline by leaving enrolment, in which case no check is run. A match on a name and date of birth is not a decision: a person at Graxe reviews every match, and only a confirmed match prevents you from joining, in which case you will be told that this is the reason. If you believe a match is wrong, email [email protected]; Graxe will arrange a full identity and background verification through an independent provider at no cost to you and will admit you if it clears the match. Graxe keeps only the result of the check, the date, and a reference number, never a copy of any registry record. The result is never a badge, never part of matching, and never shown to another member. The Registry Check Policy governs this check in full.

Voluntary background screening

Members may choose, entirely at their option, to complete a criminal background screening through an independent screening provider and display a screening tag on their profile. If you choose to do so, you authorize and interact with the provider directly, subject to the provider's own terms and privacy policy. Graxe receives only the outcome needed to display or decline the tag, never the underlying report.

Availability of the screening feature, and of any related profile indicator, may depend on your membership tier. Where screening is offered with a paid tier, the price of the tier, what it includes, and the limitations described in this section are disclosed before you purchase. Purchasing a tier does not obligate you to complete a screening, and completing a screening is never a condition of membership at any tier. A screening tag reflects a screening completed as of the date shown and expires after the period stated in the app; you may choose whether to complete a new screening when it does. If a screening does not result in a tag, nothing changes about your membership: you keep every other feature of your tier, and Graxe is not informed of the reason. Any question about a screening result is between you and the provider.

Graxe does not conduct these screenings, does not receive or review the underlying reports, does not use screening outcomes in any other feature of the Service, and makes no representation about their accuracy or completeness. Misrepresenting your verification or screening status, displaying a tag you did not earn, or attempting to manipulate either process violates these Terms. Screening availability may vary by region, and the feature may be unavailable where local law restricts the processing of criminal offense data, including in the EEA and the UK.

4. Membership and access

By creating a profile, you agree that Graxe may present your profile to other members, including a personality card derived from your activity in the Service.

Graxe is a private membership service. The waitlist is open to anyone eligible, and we admit members from it in measured numbers, beginning with Texas. Admission is at our discretion, and joining the waitlist does not guarantee membership. We may decline, suspend, or revoke access at any time to protect the integrity and safety of the community, consistent with applicable law.

Suggestions. The Service may offer automated suggestions, in the app or, with your consent, by text message under our SMS Terms. These are provided for your convenience. Some suggestions may feature venues, businesses, or products from partners that compensate Graxe through referral fees, commissions, or similar arrangements; any such suggestion is identified as a partner suggestion where it appears. They are not professional advice of any kind, including psychological, counseling, medical, or safety advice, and no such feature creates a professional or fiduciary relationship. Any venue, business, or location referenced in the Service, partner or otherwise, is independent of Graxe; we do not own, operate, inspect, vet, or endorse it. Confirm details yourself, and use your own judgment about where, when, and whether to meet anyone.

GRAXE. GRAXE is Graxe's automated host. GRAXE makes introductions, asks each member whether it may open a conversation, is present in every conversation it opens, and is always identified as automated. GRAXE may offer you words to send; only you send them, and GRAXE never writes or sends a message as you. GRAXE is not a person, and nothing it says is professional advice of any kind. Introductions and suggestions are computed from members' own answers and activity. Whether a venue or business compensates Graxe does not make it more likely to be suggested; partner status is disclosed where a suggestion appears, not weighed in choosing it.

No guarantee of outcomes. Graxe makes introductions. We do not and cannot guarantee that you will receive any particular number of introductions, that any introduction will lead to a conversation, a meeting, or a relationship, or that any member is compatible with you. Matters of the heart carry no warranty.

Graxe & Table and Graxe Xperiences. Graxe & Table is a dinner at an independent restaurant attended by a small group of members Graxe selects. Graxe Xperiences are other events and outings the house arranges, some of which involve physical activity. Both are optional, neither is included in the price of any membership tier, and no tier entitles you to a seat at any particular event. These are governed in full by our Events Policy, which you accept when you book, and which contains important provisions about physical activity, allergies, cancellation, and liability.

What you pay, and to whom. For Graxe & Table you pay a cover charge to Graxe. It pays for assembling the table and holding your seat, and is not payment for food, drink, or any other goods or services. Food and drink are not included; you order from the restaurant and settle your own bill with the restaurant. Graxe Xperiences are priced individually and disclosed before you book.

Cancellation. Cancel more than 24 hours before an event and your cover charge is refunded. Within 24 hours it is not refundable, because the seat has been held and the table assembled around it. If Graxe cancels, your cover charge is refunded in full.

The venue is independent. The restaurants, venues, and partners at which events take place are independent businesses. Graxe does not own, operate, staff, inspect, license, or supervise them, does not prepare or serve food, and does not sell or serve alcohol.

5. Membership tiers, subscriptions, and billing

Graxe may offer paid membership tiers, subscriptions, or features. Before you purchase anything, we display the price, what is included, the billing period, and whether the purchase renews automatically. You will never be charged without your express consent.

Purchases through app stores. Digital memberships and features purchased in the Graxe app are billed through the app store from which you downloaded the app: Apple's In-App Purchase system on iOS, or Google Play Billing on Android. Subscriptions renew automatically at the disclosed price and period until you cancel. You can cancel at any time in your Apple ID or Google Play subscription settings; to avoid the next charge, cancel at least 24 hours before the current period ends. Refunds for app store purchases are handled by Apple or Google under their policies; Graxe cannot issue refunds for purchases billed by an app store.

Billing periods differ between tiers. Some memberships are billed weekly and others monthly. The period that applies to you is shown before you buy, and again in your app store subscription settings.

Events are charged separately, and not by the app store. Cover charges and Graxe Xperiences prices are payments for services delivered in person, not for digital content. They are charged directly by Graxe through our payment processor rather than through Apple or Google, and app store refund policies do not apply to them. Refunds for these charges come from Graxe under the Events Policy. Graxe does not receive or store your full card number.

Purchases on the web. If we offer purchases at graxe.ai, we will disclose all material terms before charging you, obtain your express consent to any recurring charge, and let you cancel online through a mechanism at least as simple as the one you used to sign up. Cancellation stops future charges; amounts already charged for a period in progress are not refunded except where the law requires.

Screenings. Where a background screening is included with or offered alongside a membership tier, the screening itself is performed by the independent provider described in Section 3. Once a screening has begun at your request, that portion of the purchase is non-refundable to the extent permitted by law, because the service has been performed.

Price changes. If the price of a subscription increases, we will notify you in advance and, where required by law or by app store policy, the new price will apply only after you consent. If you do not consent, your subscription ends at the close of the current period.

6. Your account and conduct

You are responsible for your account credentials and for everything that happens under your account. The app provides tools to report and to block any member; blocking is immediate and the blocked member is not notified. You agree that you will not:

• Misrepresent your identity, age, or intentions, or impersonate any person;
• Harass, stalk, threaten, abuse, or harm any person, or post content that is hateful, obscene, exploitative, or unlawful;
• Solicit money, goods, services, or personal financial information from any member;
• Use the Service for commercial solicitation, advertising, or promotion;
• Use any bot, scraper, script, or automated means to access the Service, or attempt to probe, reverse engineer, decompile, or extract the Service's software, systems, or methods;
• Use, or allow, any automated agent, assistant, or script to act as you in the Service, including to review cards, send messages, or answer GRAXE on your behalf. Graxe may analyse the timing and pattern of activity to detect this;
• Circumvent any security or access control, or interfere with the operation of the Service;
• Create an account after we have removed you, or maintain more than one account.

We may investigate and take any action we consider appropriate for violations, including content removal, suspension, permanent removal, and referral to law enforcement.

Our community guidelines, The Resonance Code, describe how members are expected to behave in the app and at every event. Conduct that breaches it may be treated as a breach of these Terms.

7. Your content

You keep ownership of the content you submit to the Service. You grant Graxe a worldwide, non-exclusive, royalty-free license to host, store, reproduce, adapt, and display that content solely to operate, secure, and improve the Service as described in these Terms and the Privacy Policy. This license ends when your content is deleted from the Service, subject to the limited retention described in the Privacy Policy. You represent that you have all rights needed to grant this license and that your content does not violate any law or any third party's rights.

8. Intellectual property

The Service, including its software, design, matching systems, text, graphics, and the crossed-keys mark, is owned by Graxe.ai, Inc. and protected by United States and international intellectual property laws. GRAXE™ is a trademark of Graxe.ai, Inc. The technology underlying the Service, including its methods of eliciting preferences, scoring compatibility in both directions, and hosting introductions and conversations, is the subject of one or more pending United States patent applications. No license is granted to you except the limited, revocable, non-transferable right to use the Service for its intended personal purpose. All rights not expressly granted are reserved.

9. Copyright complaints

Graxe respects the rights of photographers and other creators. If you believe content on the Service infringes a copyright you own or control, send a notice to our designated agent containing: your physical or electronic signature; identification of the copyrighted work; identification of the material you believe is infringing and where it appears on the Service; your name, address, telephone number, and email; a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law; and a statement, under penalty of perjury, that the notice is accurate and that you are the owner or are authorized to act for the owner.

Designated agent: Copyright Agent, Graxe.ai, Inc., 605 West 9th Street #1040, Austin, TX 78701 · telephone (917) 566-3589 · [email protected] (subject line "Copyright notice"). Registered with the U.S. Copyright Office, DMCA-1081507.

We remove or disable access to material identified in a valid notice, tell the member who posted it, and close the accounts of members who repeatedly infringe. A member who believes their content was removed by mistake may send a counter-notice to the same agent containing the elements in 17 U.S.C. §512(g)(3). A person who knowingly misrepresents that material is infringing, or that it was removed by mistake, is liable for damages under 17 U.S.C. §512(f).

10. App store terms

If you download the Graxe app from the Apple App Store or Google Play, the following applies in addition to the rest of these Terms.

Apple. These Terms are an agreement between you and Graxe.ai, Inc. only, not with Apple Inc. ("Apple"), and Graxe, not Apple, is solely responsible for the app and its content. Your use of the app must comply with the Usage Rules in the Apple Media Services Terms and Conditions. Apple has no obligation to furnish any maintenance or support for the app. To the maximum extent permitted by law, Apple has no warranty obligation with respect to the app; in the event of any failure of the app to conform to an applicable warranty, you may notify Apple, and Apple will refund the purchase price of the app to you, and Apple has no other warranty obligation whatsoever. Graxe, not Apple, is responsible for addressing any claims by you or any third party relating to the app, including product liability claims, claims that the app fails to conform to legal or regulatory requirements, claims under consumer protection or similar law, and, in the event of a third-party claim that the app or your use of it infringes intellectual property rights, the investigation, defense, settlement, and discharge of that claim. Apple and its subsidiaries are third-party beneficiaries of these Terms and, upon your acceptance, have the right to enforce these Terms against you.

Google. These Terms are between you and Graxe.ai, Inc. only. Google LLC is not a party to these Terms and has no responsibility for the app. Your download and use of the app from Google Play are also subject to the Google Play Terms of Service.

11. Disclaimers, assumption of risk, and release

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GRAXE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT ANY INTRODUCTION WILL MEET YOUR EXPECTATIONS. GRAXE MAKES NO WARRANTY REGARDING ANY SUGGESTION, CONTENT, OR VENUE REFERENCED IN THE SERVICE, INCLUDING ITS ACCURACY, QUALITY, SAFETY, OR AVAILABILITY. GRAXE IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY MEMBER, ON OR OFF THE SERVICE, OR FOR YOUR EXPERIENCE AT ANY VENUE, AND DOES NOT WARRANT AGAINST LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS OF DATA OR CONTENT.

Assumption of risk

You use the Service, and you communicate with and meet other members, at your own risk. Meeting people, online and in person, carries inherent risks that Graxe cannot eliminate, and you accept those risks when you use the Service.

This applies to events, and more so. Attending a Graxe & Table dinner or a Graxe Xperience means travelling to a place Graxe does not control, eating food Graxe does not prepare, sometimes taking part in physical activity, and spending an evening with people Graxe has verified as members but cannot vouch for as company. Graxe curates the guest list and reserves the booking. It does not host, staff, supervise, instruct, or provide equipment, security, or first aid. The Events Policy sets out the risks you assume in full, and it governs.

Release

To the fullest extent permitted by law, you release Graxe.ai, Inc. and its officers, directors, employees, and agents from all claims, demands, and damages of every kind, known and unknown, disclosed and undisclosed, arising out of or in any way connected with your use of the Service, your interactions or disputes with any member or third party, any suggestion, content, or venue, any verification or screening result or tag, and any communication or meeting that originates through the Service, and your attendance at, travel to or from, or participation in any Graxe & Table dinner or Graxe Xperience, including any injury, illness, allergic reaction, loss, or damage sustained there. If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

Third-party services

The Service links to or relies on independent third-party services, including verification, screening, mapping, hosting, and payment providers. Graxe does not control and is not responsible for third-party services, their content, or their acts or omissions. Your use of them is governed by their own terms and policies.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, GRAXE.AI, INC. AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, DATA, GOODWILL, OR EMOTIONAL DISTRESS, ARISING FROM OR RELATING TO THE SERVICE OR YOUR INTERACTIONS WITH OTHER MEMBERS, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID GRAXE IN THE TWELVE MONTHS BEFORE THE CLAIM AROSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THESE MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify and hold harmless Graxe.ai, Inc. from claims, damages, losses, and expenses, including reasonable attorneys' fees, arising from your content, your use of the Service, your conduct toward other members, your conduct at or on the way to or from any Graxe & Table dinner or Graxe Xperience, including any claim brought by a venue or by another attendee, or your violation of these Terms or any law.

14. Dispute resolution, arbitration, and class action waiver

Please read this section carefully; it affects your legal rights.

You and Graxe agree that any dispute arising from these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court, except that either party may bring an individual claim in small claims court and either party may seek injunctive relief for intellectual property infringement or misuse. The arbitration will take place in Travis County, Texas, or remotely by agreement.

You and Graxe each waive the right to a jury trial and the right to participate in a class action, class arbitration, or representative proceeding. You may opt out of this arbitration agreement by emailing [email protected] within 30 days of first accepting these Terms, with your name and the statement that you opt out of arbitration.

15. Residents of the EEA, United Kingdom, and Switzerland

If you are a consumer habitually resident in the European Economic Area, the United Kingdom, or Switzerland, the following applies to you and prevails over anything to the contrary in these Terms:

• Arbitration does not apply to you. Section 14 does not bind you. You may bring proceedings in the courts of the country in which you reside, and Graxe may bring proceedings against you only in those courts.
• Your mandatory local law is preserved. Nothing in these Terms limits any rights you have under the mandatory consumer protection laws of your country of residence, and the choice of Texas law in Section 14 does not deprive you of the protection of those provisions.
• Right of withdrawal. If you purchase a paid subscription, you have the right to withdraw within 14 days without giving a reason, as provided by the Consumer Rights Directive and its national implementations. If you ask us to begin providing the service during the withdrawal period, you may owe a proportionate amount for the service provided before withdrawal, and the right of withdrawal is lost for any service fully performed at your express request before the period ends. Withdrawal instructions and a model form will be provided at purchase.
• Nothing in these Terms excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be excluded or limited under the law of your country. The limitations in Sections 11 and 12 apply to you only to the extent permitted by that law.
• Legal guarantee. As a consumer in the EEA or UK, you benefit from the statutory guarantee of conformity for digital services under applicable law.
• Complaints. You may raise any complaint with us at [email protected], and we designate that address as our single point of contact for members and authorities in the EEA. The European Commission provides an online dispute resolution platform at ec.europa.eu/consumers/odr, though we are not obliged and do not commit to participate in dispute resolution before a consumer arbitration board.

16. Governing law

Except as provided in Section 15 for consumers in the EEA, the UK, and Switzerland, these Terms are governed by the laws of the State of Texas, without regard to conflict of law principles. For any matter not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas.

17. Termination

You may close your account at any time in the app or by emailing [email protected]. We may suspend or terminate your access at any time for violation of these Terms or to protect the Service and its members. Sections 7 through 16 survive termination.

18. Changes and general terms

We may update these Terms; material changes will be posted here with a new effective date and, where required, notified to you in advance. Your continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms; subscription price increases take effect only as described in Section 5. If any provision is found unenforceable, the rest remain in effect. These Terms, with the Privacy Policy and, if applicable, the SMS Terms, are the entire agreement between you and Graxe regarding the Service. Failure to enforce a provision is not a waiver.

19. Contact

Graxe.ai, Inc. · [email protected]