GRIP END USER LICENSE AGREEMENT
Last Updated: February 2022
- Background. The Platform is intended to enable customers to access and use Grip's proprietary SaaS discovery services, as specified in the Order Form, including: (i) the software that you access via the Platform; (ii) the products, services and features made available or provided to you by Grip in connection with the Platform; and (iii) the content, text, documents, articles, brochures, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”), contained in or made available through the Platform.
- Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following posting of the revised Terms via the Platform, and your continued use of the Platform thereafter means that you accept those changes.
- Subscription. Subject to your compliance with these Terms and payment of applicable fees, if and as applicable, Grip hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Platform during the Term (as defined below) for your internal purposes only. Your subscription to the Platform is limited to the Platform plan you choose in the Order Form. “Order Form” means Grip’s then current order form that you entered into with Grip or with Reseller for the provision of the Platform.
- Services. Grip shall provide support and maintenance services in accordance with Grip's Service Level Agreement attached hereto as Exhibit A (“SLA”).
- Restrictions on Use. You must not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Platform to any third party, including, but not limited to, your affiliates, or use the Platform in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform; (iii) reverse engineer, decompile or disassemble the Platform or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Platform, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Platform for any purpose; (vi) take any action that imposes or may impose (at Grip’s sole discretion) an unreasonable or disproportionately large load on the Grip infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform, or any related activities; (viii) remove, deface, obscure, or alter Grip’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform, or use or display logos of the Platform differing from Grip’s own without Grip’s prior written approval; (ix) use the Platform to develop a competing service or product; (x) use the Platform to send unsolicited or unauthorized commercial communications; (xi) store or transmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the software; and/or (xii) use the Platform in any unlawful manner or in breach of these Terms. You agree to remain liable to Grip for any act or omission of any third party acting on your behalf that would constitute a breach of these Terms if such acts or omissions were by you.
- Account. In order to use the Platform, you have to create an account (“Account”). You must not allow anyone other than yourself or your respective employees or contractors who are authorized by you to use the Platform, to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information (e.g., full name, email and job title); (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify Grip in writing if you become aware of any unauthorized access or use of your Account or the Platform.
- Payments to Grip. Reseller shall be responsible for paying Grip the fees, as received from you pursuant to the Order Form. Your access to and use of the Platform is subject to payment of the fees set forth in the Order Form and Grip shall not be obliged to make available the Platform and the products, grant the license or provide maintenance to you unless Grip has received the applicable fees from the Reseller. Fees in the Order Form are calculated based on the number of Users scoped. A "User" is defined as an individual whose usage is monitored by the Platform. You shall buy an initial package of Users as shall be detailed in the Order Form. In the event that during the Term, the number of Users exceeds the number quoted in the Order Form by more than ten percent (10%), then an additional fee per User will apply as shall be stated in the Order Form. Such fee shall be payable by way of an additional Order Form for the remainder of the then-current Term, and shall apply to each User beyond the initial excess ten percent (10%), payable within thirty (30) days of date of invoice. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Order Form, be determined by Grip’s then-current subscription fees. Unless stated otherwise in an Order Form, all fees are stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are set forth in the Order Form. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one and a half percent (1.5%) per month; or (b) the highest amount permitted by applicable law.
- Intellectual Property Rights.
a. Title. Title and full, exclusive ownership rights of the Platform (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Grip’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Grip (or its third party licensors). “Grip”, the Grip Logo, and other marks are Marks of Grip or its affiliates.
b. Use of Content. Content (as defined herein) on the Platform is provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, decompiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. “Content” shall mean any content on the Platform, including without limitation: (i) the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features and services; and (ii) Marks contained in or made available through the Platform.
c. Open Source. The Platform may use or include third party open source software, files, libraries or components that may be distributed and are subject to third party open source license terms. A list of such components is available from time to time from Grip. If there is a conflict between any open source license and these Terms, then the open source license terms shall prevail but solely in connection with the related third party open source software. Grip makes no warranty or indemnity hereunder with respect to any third party open source software.
- User Content
a. Responsibility. The Platform may permit the accessing, transmitting, temporary hosting and sharing of content by you (“User Content”). You shall be solely responsible for your User Content and the consequences of accessing, transmitting, temporary hosting and sharing such User Content via the Platform.
b. License. You hereby grant Grip a non-exclusive license to use, process, display, copy and store the User Content in order to provide the Platform hereunder. You further grant Grip with full rights to use non-identifiable information regarding use of the Platform and any aggregated and analytics information derived from your use of the Platform and/or the User Content, but which does not enable identification of you or any individuals, in any way whatsoever and for any purpose, including for commercial purposes and/or disclosure to third parties and/or to provide, improve and publicize Grip's programs and Platform. Such analytics information is Grip's exclusive property.
c. Ownership. You represent and warrant that you own or have the necessary rights and permissions to use and authorize Grip to use all Intellectual Property Rights in and to your User Content, and to enable inclusion and use thereof as contemplated by the Platform and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in and to your User Content.
- Feedback. It is anticipated that you may provide suggestions, comments or other feedback to Grip regarding the Service and/or the Platform, including but not limited to, new features, functionality, techniques or business methods (“Feedback”). Feedback will not create any confidentiality obligation for Grip and shall be deemed the sole property of Grip. Without derogating from the above, Grip will be free to adopt such items for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but limited to, any right for royalties or any other consideration. Furthermore, you hereby undertake not to disclose to Grip any confidential information or proprietary information of any third party.
- Privacy. You warrant and represent that you have and will (i) provide(d) all appropriate notices, (ii) obtain(ed) all required informed consents and/or (will) have any and all ongoing legal bases, and (iii) complied/comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU General Data Protection Regulation (“GDPR”)), for allowing Grip to use and process personal data in accordance with these Terms. To the extent that you need a data processing agreement ("DPA"), you should request for our DPA and return it signed to firstname.lastname@example.org.
- Compliance with Laws. You agree that you shall comply at all times with all applicable laws and regulations when using the Platform.
- Warranty Disclaimers.
a. This section applies whether or not the services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
b. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. GRIP HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. GRIP DOES NOT GUARANTEE THAT THE PLATFORM WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE PLATFORM MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT GRIP WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE PLATFORM BY A THIRD PARTY.
c. GRIP DOES NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT.
d. YOU SPECIFICALLY ACKNOWLEDGE THAT GRIP SHALL NOT BE RESPONSIBLE FOR THE USER CONTENT.
e. YOUR RELIANCE ON, OR USE OF, ANY OF YOUR USER CONTENT IS AT YOUR SOLE RISK. IF YOU HAVE A DISPUTE WITH ANY USER CONTENT, YOU AGREE THAT GRIP IS NOT LIABLE FOR ANY CLAIMS OR DAMAGES ARISING OUT OF OR CONNECTED WITH SUCH A DISPUTE. GRIP RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR ANY SUCH DISPUTE.
- Limitation of Liability
a. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GRIP SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE PLATFORM, EVEN IF GRIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
b. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF GRIP FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE THE PLATFORM EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID BY YOU FOR THE SERVICE DURING THE THREE (3) MONTHS PERIOD PRIOR TO BRINGING THE CLAIM.
- Indemnity. You agree to defend, indemnify and hold harmless Grip and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Platform; (ii) your violation of these Terms.
- Confidentiality. Each party may have access to certain non-public information and materials of the other party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither party shall use or disclose the Confidential Information of the other party except for performance of its obligations under these Terms (“Permitted Use”). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing party.
- Term and Termination
a. Unless otherwise stated in the Order Form, these Terms shall become effective on the earlier of: (i) the date that you commence access to or use of the Platform; or (ii) the date that we receive payment of any applicable subscription fee, and shall continue until expiration of the subscription period stated in the Order Form (the “Initial Term”). Thereafter, subject to your payment of any applicable Platform subscription fees, and unless otherwise stated in the Order Form, these Terms shall automatically renew for successive subscription periods (each a “Renewal Term”, and together with the Initial Term, the “Term”), or until these Terms are terminated in accordance with the terms herein. If you continue to use the Platform past any subscription period renewal date, you shall be deemed to have renewed these Terms for the corresponding Renewal Term.
b. Each party may terminate these Terms in the event the other party is in material breach hereof and does not remedy such breach within thirty (30) days' written notice.
c. This Section 17 and Sections 8 (Intellectual Property Rights), 11 (Privacy), 13 (Warranty Disclaimers), 14 (Limitation of Liability), 15 (Indemnity), 16 (Confidentiality), and 18 (Independent Contractors) to 20 (General) shall survive termination of these Terms.
- Independent Contractors. You and Grip are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Grip. You must not under any circumstances make or undertake any warranties, representations, commitments or obligations on behalf of Grip.
- Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Grip without restriction or notification to you.
- General. Grip reserves the right to discontinue or modify any aspect of the Platform at any time. These Terms and the relationship between you and Grip shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Tel Aviv-Jaffa and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Grip may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Grip concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.