Grey Orange, Inc. 3975 Lakefield Court, Suite 110, Suwanee, GA 30024 (“GreyOrange”)
If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement. In that case, ‘you’ and ‘your’ will refer to that entity. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not accept this Agreement and may not use the Service.
| Services | GreyMatter software is provided “as a service” (SaaS) that GreyOrange make available to you. Technical support and service level commitments, if any, are specified in your order form. |
| What GreyOrange Provide | GreyOrange grants you a non-exclusive, non-transferable, non-sublicensable (except for pre-authorized subcontractors and/or affiliates), non-assignable, revocable, and limited right to use GreyMatter as part of a subscription.GreyOrange provide support services and any other resources necessary for the operation and maintenance of GreyMatter during the subscription term. GreyOrange provide generally available user guides and documentation to support your use of GreyMatter. |
| Right to Use and Your Responsibilities | Your authorized users may access GreyMatter only to the extent of authorizations you acquire as per applicable Order Form.You are responsible for the use of GreyMatter by any user who accesses it with your account credentials. You will protect passwords, credentials, and other log-in information. |
| Acceptable Use Terms | You may not: (i) reverse engineer or decompile any portion of GreyMatter, or (ii) lend, sell, sublicense, assign, transfer or otherwise make GreyMatter available to any third party; or (iii) make derivative works or attempt to derive or access the source code.You will use GreyMatter solely for purposes as specified in the Order Form.GreyMatter may not be used to undertake any activity that is (i) unlawful, fraudulent, harmful, malicious, obscene, or offensive; or (ii) infringes or violates any intellectual property rights or other rights of us or any third party.Any violation or threatened violation of the Acceptable Use Terms will cause us irreparable harm that cannot be adequately compensated for in damages, accordingly, GreyOrange will be entitled, in addition to other available remedies, to interlocutory and permanent injunctive relief. |
| Audit | GreyOrange may, at our expense, audit the location where GreyMatter is accessed to monitor the usage of GreyMatter during the term. GreyOrange will give no less than 7 business day notice and audits may only be conducted during your normal business hours. |
| Your Data | Your Data consists of all data, software, and information that you or your authorized users provides, authorizes access to, or inputs into GreyMatter.You grant the right and permissions to us and our subcontractors to use, store, and process Your Data solely for the purposes of providing the subscription. |
| Your Responsibilities | You are responsible for obtaining all necessary rights and permissions to permit the processing of Your Data in GreyMatter or to provide other services. You will make necessary disclosures and obtain consent required by law before you provide, authorize access, or input individuals’ information for processing or use by us in providing other services. You are responsible for enabling and using any available data protection features suitable to support your use of the subscription. |
| Data Security and Privacy | Our Data Security and Privacy document, at https://www.greyorange.com/datasecurity/ apply to our Products. |
| Our Right to Modify | At any time and at our discretion, GreyOrange may modify GreyMatter, including features, functions, components, and any documentation. The intent of any change to the above will be to enhance the features and functionality or the security of GreyMatter. |
| Your Proprietary Rights | You will own and retain all right, title, and interest in and to Your Data. |
| Our Proprietary Rights | GreyOrange will own and retain all right, title, and interest in and intellectual property rights to: (i) GreyMatter, and (ii) all improvements, enhancements, modifications on GreyMatter (New IP), and (iv) any software, applications, inventions, or other technology developed in connection to the subscription or other support and services provided.GreyOrange will own and retain all right, title, and interest to any of our trademark, trade names, patents, utility models, designs, copyrights, and other intellectual property rights, used on, embodied in, or related to GreyMatter. |
| Assignment and Limitation | You hereby assign and will assign to us all right, title, and interest in and to New IP, including without limitation all application intellectual property rights and agree to provide us any assistance GreyOrange may reasonably require in documenting, perfecting, and maintaining, our rights in and to such New IP.Except as expressly set forth in the Agreement, neither party grants any rights or license under its intellectual property rights pursuant to the Agreement. |
| Term of the SaaS Agreement and SaaS Subscription | The SaaS Agreement will commence on acceptance by you and continue until the expiration of all subscriptions in effect. The SaaS Subscription will commence on the provisioning of the SaaS. |
| Suspension of Subscription | GreyOrange may suspend or limit, to the extent necessary, your use of the subscription if GreyOrange reasonably determine there is a: (i) material breach of your obligations; or (ii) violation of law; or (iii) breach of the Acceptable Use Terms.GreyOrange will provide notice prior to such suspension as commercially reasonable. If the cause of a suspension can reasonably be remedied, GreyOrange will provide notice of the actions you must take to reinstate the subscription. If you fail to take such actions within a reasonable time, GreyOrange may terminate the subscription. |
| Partner Responsibilities | If you have been granted access to the Service through a third-party partner, reseller, distributor, or other intermediary (collectively, a “Partner”), you acknowledge and agree that: (a) This Agreement governs your use of the Service, but any purchase, billing, support, or service-level commitments made to you are the sole responsibility of the Partner. (b) GreyOrange is not a party to any agreement between you and the Partner and disclaims all liability arising from any such relationship, including but not limited to pricing, delivery, customizations, and support. (c) You agree that any issues regarding account access, payments, or termination must be directed to the Partner unless otherwise agreed in writing by GreyOrange. |
| Liability for Damages | TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL GREYORANGE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY (INCLUDING PARTNERS) ON THE SERVICE; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.YOU ACKNOWLEDGE THAT YOU HAVE NOT PAID GREYORANGE DIRECTLY FOR ACCESS TO THE SERVICE AND THAT GREYORANGE SHALL HAVE NO LIABILITY TO YOU ARISING FROM ANY AGREEMENT BETWEEN YOU AND ANY THIRD PARTY (INCLUDING A RESELLER, DISTRIBUTOR, OR PARTNER), EVEN IF GREYORANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN ALL CASES, GREYORANGE’S TOTAL LIABILITY FOR ANY CLAIMS UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY U.S. DOLLARS (US$50).You acknowledge and agree that GreyOrange shall not be liable for any actions, omissions, or representations of any Partner, and you shall indemnify GreyOrange for any third-party claims arising from your use of the Service in breach of this Agreement, regardless of your commercial relationship with such Partner. |
| Indemnification | You agree to indemnify, defend, and hold harmless GreyOrange, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to or use of the Service; (b) your violation of this Agreement or applicable law; (c) any content you submit, upload, or transmit through the Service; or (d) any claim that your use of the Service caused damage to a third party. This obligation survives termination of your access to the Service. |
| Infringement Claims | GreyOrange agrees to defend and indemnify you against any third-party claim that your authorized use of the Service infringes a valid U.S. patent, copyright, or trademark, provided that you (a) promptly notify GreyOrange in writing, (b) allow GreyOrange to control the defense and settlement, and (c) cooperate fully. This indemnity does not apply to claims arising from (i) unauthorized modifications, (ii) combination with other software or systems not provided by GreyOrange or (iii) your breach of this Agreement.If the Service is held to infringe, GreyOrange may, at its option, (1) modify the Service to be non-infringing, (2) obtain a license, or (3) terminate this Agreement and refund any prepaid unused fees.This section states your sole and exclusive remedy for any intellectual property infringement claim. |
| Governing law | This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. Each party shall bear its own costs, except that the prevailing party shall be entitled to reasonable attorneys’ fees and costs. You agree to resolve any dispute on an individual basis and waive any right to bring or participate in any class or representative action against GreyOrange. |
| Publicity | GreyOrange may reference you as a customer on its website and in marketing materials unless you notify us in writing that you do not wish to be identified. |
| Our Role | GreyOrange are an independent contractor, not your agent, work for hire, joint ventures, partner, or fiduciary. |
| Subcontractors | GreyOrange may use subcontractors under this Agreement and will require all subcontractors to comply with applicable terms and conditions of the Agreement.GreyOrange will be liable for the acts and omissions, subject to the limits in this SaaS Agreement, of our subcontractors to the same extent as if GreyOrange had performed them. |
| Assignment | Except as set forth below, neither of us may assign the Agreement, in whole or in part, without the prior written consent of the other. Assignments by us in conjunction with a lender providing financing or the sale of a portion of our business related to GreyMatter will not be restricted. The Agreement will be binding and inure to the benefit of us both and our respective successors and permitted assignees. |
| Notice and Administration | All notices under this Agreement must be in writing and sent to the business address specified for the Agreement under the signature block unless a party designates in writing a different address.GreyOrange both consent to the use of electronic means and facsimile transmission for communications as signed writings. This Agreement supersedes any course of dealings, discussions, or representations between us. |
| Cause of Action | Neither of us is responsible for failure to fulfill our respective non-monetary obligations due to causes beyond our control. Neither of us will bring legal action arising out of or related to the Agreement more than 12 months after the cause of action arose. |
| Survival | Any provision that would naturally survive the termination of the Agreement will so survive. |
| Affiliate | Subject to applicable export and country specific laws, this SaaS Agreement applies to us and you and our respective Affiliate companies. Affiliate companies are companies that the other entity controls, are controlled by, or are under common control with of either of us. Each of us is liable for the acts and omissions of its Affiliates. |
| Employee Solicitation | Neither of us will solicit any personnel of the other or its Affiliates during the term and for 12 months after termination.Nothing prevents either of us from conducting general recruitment efforts to the public. |
| Business Partners | Business Partners who use or make available GreyMatter are independent from us and unilaterally determine their prices and terms.GreyOrange are not responsible for their actions, omissions, statements, or offerings. |
| Severability | If any provision of this Agreement is held or made invalid by a court decision, statue, or rule, or otherwise rendered invalid, the remainder of this Agreement will not be affected. |
| Waiver | The waiver of one provision of this Agreement does not constitute the waiver of any other provision of this Agreement.Any waiver will not be binding unless executed by both of us. |