Terms and Conditions of Use

These Terms and Conditions of Use (“Terms”) govern access to and use of the grply application, its related websites, services, features, content, and technological infrastructure (collectively, the “Service”), provided by Digital Vision Code LLC.

By using the Service or creating an account, the User accepts these Terms.

The processing of personal data is governed separately by the grply Privacy Policy.

1. Description of the Service

grply is a technology platform that enables, among other features:

• the creation and management of accounts;
• participation in lessons, courses, training sessions, and other activities;
• the creation and management of lessons by Instructors;
• communication between Instructors and participants;
• the use of geographic location during certain activities;
• the use of the microphone and audio features;
• the receipt of notifications relating to the Service;
• the temporary upload of audio and music content by Instructors;
• the transmission of content and information to the participants of a given lesson;
• any additional features made available from time to time.

Certain features may be available exclusively in certain countries, on certain devices, or within specific plans or subscriptions.

2. Definitions

For the purposes of these Terms:

• “User” means any person who uses the Service.
• “Participant” or “Student” means the User who participates in a lesson, course, training session, or activity.
• “Instructor” means the User who creates, organizes, conducts, or manages a lesson, course, training session, or activity through the Platform.
• “Lesson” means any session, course, training session, event, or activity organized through the Service.
• “User Content” means any data, text, image, audio, music, information, or other material uploaded or transmitted by a User.

3. Registration and account

The use of certain features requires the creation of an account.

The User undertakes to provide accurate, complete, and up-to-date information.

The User is responsible for:

• the confidentiality of their credentials;
• the activities carried out through their account;
• the protection of their devices;
• promptly notifying grply of any unauthorized use of the account.

It is prohibited to create accounts using false identities, to impersonate other persons, or to use accounts belonging to third parties without authorization.

grply may adopt systems to verify the identity, e-mail address, telephone number, or other information of the User.

4. Age and minors

The User must be of the minimum age required by applicable law to use the Service independently and to enter into the related contractual relationship.

Where the Service is used by a minor and applicable law requires the authorization of a parent or guardian, use shall be permitted exclusively upon obtaining the necessary authorizations.

Where required by law, grply may:

• request information regarding the User’s age;
• request the authorization of a parent or guardian;
• restrict certain features;
• prevent the use of certain functions by minors;
• suspend an account where the necessary authorizations cannot be verified.

Instructors and organizations that enroll or invite minors onto the Platform are required to comply with applicable law and to obtain any authorizations that may be necessary.

5. Instructors

The Instructor is responsible for the organization and conduct of their own Lessons.

Unless expressly stated otherwise, the availability of an Instructor profile on the Platform does not constitute certification, endorsement, or guarantee by grply as to:

• the Instructor’s professional qualifications;
• their certifications;
• the quality of the lessons;
• the safety of the activities;
• the compliance of the activity with local regulations.

The Instructor is responsible for obtaining any professional licenses, authorizations, insurance, or certifications required for the performance of their activity.

6. Physical activity and safety

Certain activities available through the Service may involve physical exercise or other potentially demanding activities.

The User is responsible for assessing their own ability to participate in the activity.

grply is a technology platform and does not provide diagnoses, medical advice, or personalized health guidance, except for any services expressly identified as such and provided by authorized professionals.

Users must discontinue an activity where they believe that its continuation may pose a risk to their own safety or that of third parties.

7. Geolocation

Certain features of the Service use the device’s location services.

With the appropriate permissions, grply may access the User’s geographic location during a Lesson or activity for features such as, by way of example:

• position detection;
• route display;
• activity progress;
• Lesson coordination;
• operation of location-based features.

Where technically necessary and authorized by the User, location tracking may continue during a Lesson even when the application is not displayed in the foreground.

Location data must be used exclusively for the purposes described in the Privacy Policy and in the notices displayed to the User.

Access to location may be modified or disabled through the device settings.

Disabling location services may render unusable certain features of the Service that necessarily depend on the User’s location.

grply does not guarantee that geolocation information will always be accurate, complete, or available.

The Platform does not constitute an emergency, emergency-location, or rescue service and must not be used as a substitute for public emergency services.

8. Microphone and audio features

Certain features may require access to the device’s microphone.

Microphone access may be used exclusively for the features indicated to the User, such as communication, audio transmission, participation in the Lesson, or other audio features of the Service.

The User may grant or revoke microphone permission through their device.

Where the permission is necessary for a specific feature, its revocation may prevent that feature from functioning properly.

Microphone access does not authorize grply to use the User’s conversations or audio for purposes incompatible with those stated.

Any recording or storage of audio, where provided for by specific features, must be clearly indicated to the User in accordance with applicable law and the Privacy Policy.

9. Push notifications

The Service may use push notifications.

Notifications may include:

• information relating to a Lesson;
• reminders;
• operational communications;
• security communications;
• Service updates;
• messages from Instructors or other authorized parties;
• promotional communications, where permitted.

The User may manage notification permissions through their device.

Notifications strictly related to the operation of the Service are distinguished, where necessary, from communications used for promotional purposes.

10. Commercial communications and marketing

grply may offer Users the option to receive commercial, promotional, or informational communications relating to products, services, events, initiatives, and offers.

Such communications may be sent, where permitted by applicable law, by means of:

• e-mail;
• SMS;
• push notifications;
• in-app messages;
• other channels expressly authorized by the User.

Acceptance of these Terms does not automatically constitute consent to the receipt of marketing communications where applicable law requires specific consent.

Where required by law, marketing consent shall be obtained through a separate choice.

The User may withdraw their consent or modify their preferences through the features made available by grply or by using the methods indicated in the relevant communications.

11. CRM and marketing platforms

For the management of Users, support, communications, and commercial activities, grply may use its own systems or private CRM, customer management, marketing automation, or communication platforms.

User data may be processed through such systems exclusively in accordance with the purposes, legal bases, and methods indicated in the Privacy Policy.

Where such systems are provided by third parties, grply shall adopt the contractual and organizational measures required by applicable law.

The use of data for promotional activities shall be carried out in accordance with the User’s preferences and the applicable rules on direct marketing.

12. Instructor’s music content

grply makes available to the Instructor a technical feature that allows the temporary upload of music or audio content exclusively for its use within a specific Lesson.

The Music Content:

• is associated exclusively with the Lesson for which it is uploaded;
• is accessible exclusively to the Instructor and to the participants authorized for the relevant Lesson;
• is not publicly accessible;
• is not indexed or searchable by other Users;
• is not included in a music catalog of the Platform;
• may not be shared between Instructors;
• is not made available to participants for download;
• is not made available for independent listening separately from the Lesson;
• is used exclusively for the duration of, and within the scope of, the relevant Lesson.

13. Storage and deletion of music

The storage of Music Content on grply’s systems is temporary and serves exclusively the delivery of the relevant Lesson.

At the end of the Lesson, the Music Content is deleted from the Platform’s active storage systems and does not remain available to the Instructor or to the participants for subsequent use.

Any temporary technical copies contained in caching, backup, security, or disaster recovery systems may persist exclusively for the period technically necessary for their automatic deletion or overwriting and shall not be made available to Users.

grply does not use the files uploaded by Instructors to build its own music catalog.

14. Music rights

The selection of Music Content is made exclusively by the Instructor.

grply does not select, sell, license, or provide to the Instructor the music to be used during Lessons.

The Instructor represents and warrants that they hold all rights, licenses, authorizations, and consents necessary to:

• upload the Music Content;
• store it temporarily;
• use it during the Lesson;
• transmit it to the participants;
• allow grply to perform the technical operations necessary for the delivery of the Lesson.

The Instructor is responsible for verifying the obligations applicable in the country or territory in which they organize the Lesson or in which the music is used or received.

This includes any licenses and fees due to:

• authors;
• publishers;
• producers;
• artists;
• holders of rights in sound recordings;
• collecting societies;
• performing rights organizations;
• collective management organizations;
• other rights holders.

Such obligations may include, depending on the territory, organizations such as SIAE, SCF, or equivalent organizations in other countries.

The mere purchase of a music recording or the availability of a subscription to a music service does not automatically guarantee the right to make the intended use through grply.

15. Technical license over the Music Content

By uploading Music Content, the Instructor grants Digital Vision Code LLC a non-exclusive, temporary license limited exclusively to the technical operations necessary for the performance of the specific Lesson.

Such authorization includes, to the extent technically necessary:

• storage;
• caching;
• processing;
• encoding and transcoding;
• technical reproduction;
• transmission to the authorized participants.

The license terminates upon the cessation of the technical need to use the Music Content in connection with the Lesson concerned.

The Instructor warrants that they have the right to grant such authorization.

16. Instructor’s declaration upon upload

Prior to the upload of any Music Content, grply may require the Instructor to expressly confirm that they hold or have obtained all necessary rights and authorizations.

grply may retain technical evidence of the acceptance, including:

• the Instructor’s identifier;
• the Lesson identifier;
• date and time;
• the version of the declaration accepted;
• technical information reasonably necessary to demonstrate its acceptance.

17. Indemnification relating to Instructor content

To the maximum extent permitted by applicable law, the Instructor undertakes to indemnify, defend, and hold harmless Digital Vision Code LLC, its affiliated companies, and their respective directors, employees, contractors, and suppliers from and against any claims, demands, proceedings, damages, losses, royalties, fees, penalties, costs, and reasonable legal expenses arising from:

• content uploaded by the Instructor;
• the absence of the necessary licenses;
• infringement of copyright or related rights;
• failure to pay royalties or fees;
• infringement of third-party rights;
• false declarations made by the Instructor;
• use of music in violation of applicable law.

Where Digital Vision Code LLC receives a claim relating to Instructor Content, the Instructor shall cooperate and promptly provide the documentation necessary to demonstrate its legitimacy.

18. Other content uploaded by Users

The User retains ownership of the rights in their own User Content.

By uploading content necessary for the operation of the Service, the User grants Digital Vision Code LLC a non-exclusive license limited to the operations necessary to:

• store it;
• process it;
• display it;
• transmit it;
• make it available to the recipients chosen by the User;
• provide and improve the relevant feature.

The User warrants that they have the right to upload and use the User Content.

19. Prohibited content

It is prohibited to use the Platform to upload, publish, communicate, or transmit content that:

• violates the law;
• infringes intellectual property rights;
• violates the privacy of other persons;
• contains malware or harmful code;
• has fraudulent purposes;
• is materially false or misleading;
• promotes illegal activities;
• constitutes harassment, threats, or abuse;
• violates these Terms.

20. Reporting and removal of content

grply may establish a system through which rights holders, Users, and other parties may report content that is potentially illegal or infringes third-party rights.

grply may:

• review the report;
• request additional information;
• temporarily restrict access to the content;
• remove the content;
• suspend certain features;
• suspend or close the account of the responsible User.

The Platform may adopt stricter measures against Users responsible for repeated violations.

21. Intellectual property of the Platform

Software, trademarks, logos, designs, interfaces, databases, and other proprietary elements of the Service belong to Digital Vision Code LLC or to their respective licensors.

The User receives exclusively a personal, limited, revocable, non-exclusive, and non-transferable right to use the Service in accordance with these Terms.

Except as permitted by law, it is prohibited to:

• copy the software;
• perform reverse engineering;
• circumvent security systems;
• systematically extract data;
• use unauthorized automated systems;
• resell access to the Service;
• use proprietary trademarks or content without authorization.

22. Prohibited conduct

The User must not:

• attempt unauthorized access;
• interfere with the operation of the Platform;
• circumvent technical limitations;
• use unauthorized bots or automated systems;
• collect data relating to other Users without authorization;
• use the Service for spam;
• transmit malware;
• falsify their identity;
• use the Service for illegal purposes.

23. Third-party services

The Service may use or integrate with services provided by third parties, including, by way of example:

• cloud services;
• maps;
• payment systems;
• communication tools;
• CRM systems;
• analytics systems;
• authentication services;
• push notification infrastructure.

The use of such services may also be subject to their respective terms and conditions and privacy notices.

24. Payments and subscriptions

Where grply offers paid features or plans, the applicable prices, duration, renewal, and conditions shall be indicated prior to purchase.

Purchases made through the Apple App Store, Google Play, or other marketplaces may also be subject to the terms of the relevant store.

Any mandatory rights of withdrawal, refund, or cancellation provided for by applicable law remain unaffected.

25. Availability of the Service

grply aims to keep the Service available and functioning, but does not guarantee uninterrupted or error-free operation.

The Service may be temporarily limited due to:

• maintenance;
• updates;
• technical issues;
• infrastructure issues;
• security;
• force majeure events;
• interventions by third-party providers.

26. Changes to the Service

grply may modify, update, add, or remove features where reasonably necessary for technical, commercial, regulatory, or security reasons, or to improve the Service.

Where a change materially affects a paid service already purchased, the mandatory rights recognized by applicable law shall be respected.

27. Suspension and closure of the account

grply may suspend or close an account where the User:

• seriously violates these Terms;
• uses the Service unlawfully;
• repeatedly infringes third-party rights;
• compromises the security of the Service;
• engages in fraudulent activities;
• endangers other Users or the Platform.

Where reasonably possible and except in cases of urgent security needs or legal obligations, the User may be informed of the measure adopted.

28. Account deletion

The User may request or carry out the deletion of their account through the features made available by the Platform.

Account deletion does not require the deletion of information that Digital Vision Code LLC is obligated or entitled to retain for legal obligations, security, fraud prevention, dispute management, or the protection of rights.

The handling of personal data following account deletion is described in the Privacy Policy.

29. Privacy

The processing of the User’s personal data is governed by the grply Privacy Policy.

The Privacy Policy must describe, among other things:

• the categories of data collected;
• registration data;
• location data;
• any audio data;
• technical identifiers;
• data relating to app usage;
• the purposes of the processing;
• the applicable legal bases;
• retention periods;
• the categories of recipients;
• international transfers;
• the use of providers and CRM platforms;
• the rights afforded to data subjects;
• the methods for exercising those rights.

The permission granted through the operating system for access to the microphone, location, or notifications constitutes a technical authorization of the device and does not replace any further notices or consents required by applicable law.

30. Limitation of liability

To the maximum extent permitted by applicable law, Digital Vision Code LLC shall not be liable for indirect or consequential damages or for damages arising from:

• improper use of the Service;
• activities organized by Instructors;
• inaccurate information provided by Users;
• temporary unavailability of the Service;
• loss of internet connection;
• unavailability or inaccuracy of GPS;
• the conduct of other Users;
• content uploaded by Users or Instructors;
• services provided by third parties.

Nothing in these Terms limits or excludes any liability that cannot lawfully be limited or excluded.

The mandatory rights afforded to consumers by applicable law remain in any event unaffected.

31. General indemnification

To the extent permitted by law, the User undertakes to indemnify Digital Vision Code LLC against the consequences arising from violations of these Terms, of the law, or of third-party rights attributable to the User.

For Instructors, this obligation also includes claims arising from the activities, content, and materials that they independently provide through the Service.

32. Changes to the Terms

Digital Vision Code LLC may amend these Terms from time to time.

In the event of material changes, Users shall be informed through reasonable means, such as in-app notifications, e-mail, or other notices.

Where required by applicable law, renewed acceptance shall be requested.

The applicable version shall be identified by its update date.

33. Severability

Should any provision of these Terms be declared invalid or unenforceable, the remaining provisions shall continue to have full force and effect to the extent permitted by law.

34. Entire agreement

These Terms, together with any documents expressly incorporated by reference, constitute the agreement between the User and Digital Vision Code LLC regarding the use of the Service, without prejudice to the provisions of any specific contracts entered into separately.