Signed in as:
GrayMeta, Inc. (“GrayMeta” or the “Company”) and the customer identified on a GrayMeta Sales Order that references the GrayMeta Software General Terms and Conditions (the “Customer” hereby enter into this agreement (“Agreement”). “Agreement” shall include the Sales Order and these Standard Terms and Conditions and License Agreement.
This Agreement sets forth the terms and conditions under which GrayMeta grants Customer a license to use certain software products (the “Product” or “Products”) as specifically identified in one or more separately executed Sales Order(s) or Purchase Order(s) (“Ordering Document(s)”).
This Agreement shall be effective as of the earlier of (i) the date on the Sales Order or (ii) the date the Product or related services are used by the Customer, the “Effective Date”. Use of any Products or services by the Customer while this Agreement is in effect shall constitute acceptance of the terms of this Agreement by Customer to the purchase, license, and use of all or any part of such Product and related services.
The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements:
1.1. “GrayMeta”, “The Company”, “Ourselves”, and “We” refers to our Company.
1.2. “Customer”, “You” and “Your” refers to you, the person accessing this website and accepting the Company’s terms and conditions.
1.3. “Party”, “Parties”, or “Us” shall mean the Company and the Customer.
1.4. “Affiliate” means a company controlled by, under common control with, or controlling Customer. For this purpose, “control” of an entity means control, directly or through one or more intermediate entities, of more than 50% of the outstanding voting equity of the entity.
1.5. “Customer Content” means any content owned, licensed or otherwise controlled by Customer which is provided to GrayMeta, uploaded into the Products or which comes into the possession of GrayMeta pursuant to Customer’s use of the GrayMeta Software, whether transmitted directly via Customer upload, indirectly via a cloud platform or in any other manner and such content may include but shall not be limited to video content, audio content, images, stills and clips.
1.6. “Customer Data” means data generated by Customer and used by or imported into the Products.
1.7. “Documentation” means user manuals and other instructional documentation, in any form or medium, provided by the Company for use with the Products.
1.8. “GrayMeta Software” or “Software” means software and firmware owned by GrayMeta and licensed by GrayMeta hereunder, in object code form, including all documentation.
1.9. “Products” or “Service” means the Software, Hardware, or Professional Services provided by GrayMeta.
1.10. “Sales Order” means an order, quote or other similar document that is submitted by the Company and accepted by the Customer.
1.11. “Specifications” means descriptions and data regarding the features, functions and performance of the GrayMeta Products or Service.
1.12. “Third-Party Products” means any software or hardware obtained from third-party manufacturers or distributors and provided by the Company hereunder including open source software listed on the Company’s website at www.graymeta.com.
1.13. “End User” and “End Users” refers users of the Service under Customer’s account as designated by Customer.
2. Acceptance of Terms and Conditions; Term
2.1. The Company’s obligations to Customer are expressly limited to, and conditioned on, Customer’s acceptance of this Agreement. This Agreement shall govern in any transaction referred to in any Sales Order issued by Customer and received and accepted by the Company. Each Sales Order shall constitute a part of this Agreement and be deemed incorporated herein by this reference.
2.2. Customer’s purchasing rights hereunder may be exercised by its Affiliates subject to the following terms and conditions. The purchasing Affiliate will be identified in each applicable Sales Order. Customer is responsible to the Company for all acts and omissions of its Affiliates relating to this Agreement. Customer hereby unconditionally guarantees payment and other obligations of its Affiliates with respect to such purchases. The Company’s obligations relating to Affiliate purchases will be enforceable only by Customer, and Customer will ensure that any claims regarding such purchases are asserted only by Customer on behalf of such Affiliates. Customer will indemnify and defend the Company, without limit, against any Affiliate claim asserted directly against the Company in violation of this Section 2.2.
2.3. This Agreement is effective as of the Effective Date and will continue in effect for the period specified in the Sales Order, unless earlier terminated under Section 12.
2.4. Subject to the terms and conditions of this Agreement, GrayMeta grants to Customer during the Term a non-exclusive, nontransferable, non-sublicensable, limited license: (a) to use the GrayMeta Software Product; and (b) to access the Documentation provided by GrayMeta.
2.5. The Software is licensed to Customer for internal use only. In connection with Customer’s use of the Software, Customer shall comply with all applicable laws, rules and regulations. Customer shall not, and shall not permit any third party to: (a) copy, modify, translate, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble or otherwise attempt reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Service, (c) lend, lease, offer for sale, sell or otherwise use the Software for the benefit of third parties; or (d) attempt to circumvent any license, timing or use restrictions that are built into the Software.
2.6. Except for the limited rights granted in Section 2.4 above, GrayMeta retains all right, title and interest, including all intellectual property rights, in and to the Software. Customer acknowledges that the Software constitutes GrayMeta’s valuable trade secrets and improper use or disclosure would cause GrayMeta irreparable harm. Accordingly, Customer agrees to use the Software solely as authorized in this Agreement. Customer further acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Customer title or ownership of the Software or a copy of the Software, but only a right of limited use as provided herein. All rights not expressly granted under this Agreement are reserved to GrayMeta.
2.7. GrayMeta shall provide warranty and support for the Software, except for planned downtime and any unavailability caused by force majeure circumstances.
2.8. Customer shall (i) be responsible for its (and as applicable, its personnel’s) compliance with this Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify GrayMeta immediately of any such unauthorized access and/or use of which Customer becomes aware, (iii) use the Software only in accordance with this Agreement, the Documentation, and all applicable laws and government regulations, and (iv) install and operate Service on computer hardware that meets the minimum technical requirements as stated in the GrayMeta Documentation. Customer shall not (a) make the Software available to any third party, (b) sell, resell, rent or lease the Software, (c) interfere with or disrupt the integrity or performance of the Software, or (d) attempt to gain unauthorized access to the Service or its related systems or networks.
3. Company’s Responsibilities
3.1. The Company shall provide the Products and related services specified in Sales Orders agreed upon by the Parties on the terms set forth in this Agreement.
3.2. The Company shall deliver the Software at such places and times as agreed to by the Parties in Sales Orders.
4. Customer’s Responsibilities
4.1. Payment and Fees. Customer shall pay all fees set forth in Sales Orders per the Terms outlined in the Sales Orders.
4.2. Professional Services. If professional services have been ordered, Customer shall provide the Company with physical accommodations reasonably required for the Company to perform its obligations, including premises access, electrical power, data connectivity, heat and air conditioning. Customer shall provide information and access to personnel reasonably required for the Company to perform its obligations.
4.3. Software License Delivery. If software licenses have been ordered, Customer must share responsibility for the timely installation of the Products as set forth in the Sales Order. Customer shall provide the Company with convenient, complete and timely access to the equipment and/or cloud services required to complete delivery of the purchased solution. Should Customer cause or experience delays in its overall implementation of the Service, either as a result of internal issues or those caused by other Third-Party Product vendors, there may be incremental fees to the Customer if additional Company professional services are required. Such instances will be handled through change order requests.
4.4. Administration of Customer’s Account. Customer may specify one or more administrators (each an “Administrator”) to manage its account. Administrators have the ability to access, monitor, use, export and disclose all content posted by End Users in accordance with applicable local laws. Customer is responsible for: (i) the selection of its Administrator(s); (ii) maintaining the confidentiality of passwords and Administrator accounts; (iii) managing access to Administrator accounts; and (iv) ensuring that each Administrator’s use of the Service complies with this Subscriber Agreement. GrayMeta shall not be held liable for any actions on the part of Customer’s Administrator(s).
4.5. End User Conduct; Compliance. Customer is responsible for use of the Software by its End Users and for their compliance with GrayMeta’s Terms of Service. Customer is also responsible for providing any notice and obtaining any consents and authorizations necessary: (i) to allow the Administrator to access, monitor, use, and disclose the content posted by the End Users on the Software; and (ii) to allow GrayMeta to provide the Administrator with access to such End User content. Customer will promptly notify GrayMeta if it becomes aware of any unauthorized access to Customer’s account or the Software.
4.6. Restrictions. Customer will not: (i) rent, sell, resell or lease the Software to any third party; (ii) use the Software for any purpose where either the use or the failure of the Software might lead to personal injury, death or physical damage; (iii) use the Software in locations where the collection of biometric data is prohibited; or (iv) disassemble, decompile or reverse engineer the Software or attempt or assist anyone else to do so, unless such restriction is prohibited by law.
4.7. Suspension. GrayMeta may request that Customer suspend the account of any End User who is using the Software in a manner that GrayMeta reasonably believes may cause a security risk, a disruption to others’ use of the Software, or liability for GrayMeta. If Customer fails to promptly suspend or terminate such End User’s account, GrayMeta reserves the right to do so.
4.8. Customer’s Use of Third-Party Services. GrayMeta does not warrant or support any third-party service (e.g., a service that utilizes the GrayMeta API in connection with Customer’s use of the Service) and will not be responsible for any act or omission on the part of such Third-Party Products.
5. Customer Content
Customer shall be solely responsible for Customer Content and the consequences of submitting Customer Content on the Software. Customer represents and warrants that Customer owns or has the necessary licenses, rights, consents, and permissions to submit the Customer Content submitted; and Customer grants to GrayMeta a temporary, revocable license to use the Customer Content for the Software pursuant to this Agreement. Customer retains all of its ownership rights in Customer Content. By submitting Customer Content to the Company, Customer hereby grants the Company a worldwide, non-exclusive, royalty- free, sublicensable and transferable license to use, reproduce and display the Customer Content in connection with the Software. Customer further agrees that Customer Content submitted to the Service will not contain third party copyrighted material, or material that is subject to other third-party proprietary rights, unless Customer has permission from the rightful owner of the material or Customer is otherwise legally entitled to post the material and to grant the Company all of the license rights granted herein. The Company does not endorse any Customer Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with Customer Content. The Company does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and the Company may remove all Customer Content if properly notified that such Customer Content infringes on another’s intellectual property rights. The Company reserves the right to remove Customer Content without prior notice. The Company may at any time, without prior notice and in its sole discretion, remove such Customer Content and/or terminate the Service for submitting such material in violation of this Agreement.
6.1. All intellectual property rights in or to the Products, the Documentation, the Third-Party Products, the Company’s Confidential Information and the drawings, descriptions and written information provided by the Company (collectively, “IP Deliverables”) are and will remain the exclusive property of the Company or its licensors, whether or not specifically recognized or perfected under the laws of the jurisdiction in which the IP Deliverables are used or licensed. Customer will not take any action that jeopardizes the Company’s or its licensors’ proprietary rights, or attempt to acquire any right, in the IP Deliverables. All rights not expressly granted to Customer with respect to IP Deliverables are reserved by the Company and its third-party licensors.
6.2. With the exception of customer data as listed in clause 6.3 below, unless otherwise agreed on a case-by-case basis, the Company will own all rights, including intellectual property rights, in any copy, translation, modification, improvement, adaptation, derivative work or other derivation of the IP Deliverables. Customer will execute, or will at the Company’s request procure the execution of, any instrument that may be appropriate to assign these rights to the Company to perfect these rights in the Company’s name. Customer shall not alter or remove any trademarks applied to, embedded in or associated with, the IP Deliverables.
6.3. Notwithstanding anything to the contrary contained herein, Customer will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in the Customer Data and the Customer Content.
6.4. Except as expressly set forth herein, this Agreement does not (i) grant GrayMeta any rights or interest in or to the Customer Data or any Customer Intellectual Property; or (ii) grant Customer any rights or interest in or to the Service or any GrayMeta Intellectual Property. For purposes hereof, the term “Intellectual Property” shall mean any current or future worldwide rights under any patent, copyright, trademark, or trade secret; any moral rights or any similar rights.
6.5. GrayMeta may incorporate into the Software any suggestions or feedback received from Customer without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of GrayMeta. GrayMeta may also share and publish aggregate, anonymized data about the use of our Service by our customers.
6.6. GrayMeta may include Customer’s name in a list of GrayMeta’s Customers online and in print and electronic marketing materials.
7. Third-Party Component Vendors Selected by Customer or its Integrator
GrayMeta delivery commitments and Product performance may be dependent upon the timely delivery of third-party component vendors and representations they have made regarding the Third-Party Products. In the event that third-party component vendors or the Third-Party Products fail to deliver as promised, GrayMeta will not be responsible for any resulting impact on the delivery or performance of the Third-Party Products and/or services included hereunder. Should Customer request assistance from GrayMeta to achieve a workaround or other solution to delays or system deficiencies caused by third-party component vendors, these changes will be handled through change order requests.
8.1. The Company will defend and indemnify Customer from and against any and all losses, costs, damages, liabilities or expenses (including reasonable attorneys’ fees and costs) (“Losses”) incurred or arising from any claim by a third party alleging that Customer’s use of the Products or their Documentation (“Covered IP”) infringes a United States patent, copyright or trademark. This indemnity will not apply to claims arising from (a) use of the Covered IP outside the scope of the license granted to Customer; (b) use of the Covered IP in combination with the products of third parties (other than those approved in writing by the Company or set forth in the Specifications); (c) modification of the Covered IP not performed or provided by the Company, if the infringement would not have occurred but for such use, combination or modification; or (d) the Company’s compliance with Customer’s design specifications, if the infringement would not have occurred but for the Company’s implementation of such specifications.
8.2. If a third-party infringement claim results in an injunction against Customer’s use of any component of the Covered IP, or if the Company reasonably anticipates such an injunction, the Company will procure for Customer the right to continue using the component, replace the component or modify the component to avoid the claim while retaining substantially the same functionality.
8.3. Each Party shall indemnify the other Party from third-party claims for injury, death or property damage based on the other Party’s alleged gross negligence or willful misconduct.
8.4. Customer will defend and indemnify the Company and its licensors, officers, agents and employees from and against any and all Losses incurred or arising from any claim or allegation by a third party relating to (a) Customer’s failure to comply with applicable laws, including intellectual property laws; (b) Customer’s failure to comply with the terms and conditions of this Agreement; (c) a patent, copyright or trademark infringement claim arising from the Company’s compliance with Customer’s specific designs or instructions, or Customer’s use of Covered IP other than as licensed hereunder or Customer’s Content; or (d) any claim that Customer Content caused damage to a third party. This defense and indemnification obligation will survive this Agreement and Customer’s use of the Software.
8.5. The indemnifying Party’s indemnification obligations under this Section 8 as to a third- party claim are conditioned upon the indemnified Party’s (a) giving prompt notice of any such claim to the indemnifying Party; (b) granting sole control of the investigation, defense and settlement of each such claim or action to the indemnifying Party (except that the indemnified Party’s prior written approval is required for any settlement that requires any payment by, imposes any material obligation on, or results in any ongoing material liability to, the indemnified Party); and (c) providing reasonable cooperation to the indemnifying Party and, at the indemnifying Party’s request and expense, assistance in the defense or settlement of the claim.
9. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES FOR ANY CLAIM ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH OF THE PARTIES SHALL BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES RELATING TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT; PROVIDED, HOWEVER, THAT THE LIABILITY OF A PARTY TO THE OTHER PARTY, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT OR OTHERWISE, FOR ANY EVENT, ACT OR OMISSION SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID TO GRAYMETA UNDER THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE MOST RECENT EVENT. THESE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 SHALL NOT APPLY TO: (a) INDEMNIFICATION OBLIGATIONS HEREUNDER; (b) DAMAGES ARISING FROM BREACHES OF THE OWNERSHIP PROVISIONS OF SECTION 6; (c) BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER; (d) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (e) CUSTOMER’S BREACH OF PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PERMITTED HEREUNDER.
CUSTOMER AGREES THAT ITS USE OF THE SERVICES SHALL BE AT CUSTOMER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND CUSTOMER’S USE THEREOF. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM CUSTOMER’S ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF THE COMPANY’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
EXCEPT AS PROVIDED IN THIS AGREEMENT, THE COMPANY MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, INCLUDING ITS CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER IMPLIED OR STATUTORY WARRANTIES, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE. THE COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT THE SERVICE WILL WORK WITHOUT INTERRUPTIONS.
CUSTOMER AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
10. Confidential Information
Neither Party will use or disclose the other Party’s Confidential Information without the other Party’s prior written consent. “Confidential Information” means any information, whether disclosed orally, in writing, electronically, visually or otherwise by one Party to the other in the course of this Agreement, including, in the case of the Company, the source code of the GrayMeta Software and, in the case of either Party, all other information relating to such Party’s financial condition, operations, business or customers. Each Party will use the same degree of care as it exercises toward its own Confidential Information in protecting the other Party’s Confidential Information, but no less care than reasonable in light of general industry standards and applicable laws regarding data protection, privacy or confidentiality. Confidential Information will only be disclosed on a need-to-know basis to a Party’s employees and contractors bound by non-disclosure obligations at least as protective as those of this Agreement. This Section 10 does not apply to information (a) after it becomes publicly known through no fault of the receiving Party, (b) already rightfully in the receiving Party’s possession when received, (c) developed by the receiving Party without the use of the other Party’s Confidential Information or (d) required to be disclosed by law so long as the other Party is given immediate notice of the request or order that the information be disclosed and the fullest opportunity under law to prevent or limit the disclosure. Each Party acknowledges that its breach of this Section 10 may cause the other Party substantial and irreparable harm for which the other Party would be entitled to equitable relief in addition to any available legal remedies. Each Party hereby waives any requirement to post bond or provide other security as a condition to receiving such equitable relief.
11. Force Majeure
The Company’s obligations hereunder will be suspended so long as compliance is impeded or prevented by causes beyond the Company’s reasonable control, which may include acts of God, embargoes, acts of war (including terrorist attacks), labor disturbances and acts or regulations of governmental entities.
12. Term; Termination; Suspension
12.1. Customer may use the Product during the term specified in the separately executed Sales Order(s) or Purchase Order(s) entered into between GrayMeta and the Customer for the Product (the “Ordering Document(s)”) which shall automatically renew for periods of one year thereafter (the term specified in the Ordering Document together with each renewal term, the “Term”), unless either party provides written notice of its intent to not renew at least ninety (90) days’ prior to the completion of the then current term.
12.2. The Term may be terminated by either Party if either Party materially breaches this Agreement and does not cure the breach within thirty (30) days after receiving written notice of the breach from the non-breaching Party, the non-breaching Party may terminate this Agreement as of a termination date specified in that notice or a subsequent notice delivered within such thirty (30) day period. If the breach cannot be completely cured within the thirty (30) day period, no default will occur if the Party receiving the notice begins curative action within the thirty (30) day period and thereafter proceeds with diligence and in good faith to cure the breach as soon as practicable. Upon termination, Customer will promptly discontinue use of the Product and destroy all copies of the Product and related materials in its possession or control and, upon request by GrayMeta, certify to GrayMeta as to their destruction.
12.3. If Customer fails to make payment to GrayMeta within fifteen (15) days following the applicable payment due date, GrayMeta reserves the right to suspend Customer’s license to use the Product. GrayMeta will reinstate such license once payment is made in full for all amounts past due.
12.4. The provisions of Sections 2.5, 2.6, 6, 8, 9, 10, 12, 13, 14 and 15 will survive expiration or termination of this Agreement.
13. Compliance with Export and Import Laws
Export laws and regulations of the United States, of the European Union and other relevant local export laws and regulations may apply to the Products included in this Agreement. Customer agrees that such export control laws govern Customer’s use and distribution of the Products (including technical data) and any services deliverable under a Sales Order, and Customer agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Customer agrees that no data, information, program and/or materials resulting from use of the products (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws. Customer shall be solely responsible for payment of all import and/or export duties not included in the Sales Order, if any, in connection with purchase, shipment, installation and use of the Products provided.
14. Fees and Payment
14.1. Fees. Customer will pay all fees specified in the Sales Order. Except as otherwise specified herein or in a Sales Order, (i) fees are based on Services and Content subscriptions purchased, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
14.2. Invoicing and Payment. Customer will provide GrayMeta with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to GrayMeta. If Customer provides credit card information to GrayMeta, Customer authorizes GrayMeta to charge such credit card for all purchased Services listed in the Sales Order for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Sales Order. If the Sales Order specifies that payment will be by a method other than a credit card, GrayMeta will invoice Customer in advance and otherwise in accordance with the relevant Sales Order. Unless otherwise stated in the Sales Order, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to GrayMeta and notifying GrayMeta of any changes to such information.
14.3. Overdue Charges. If any invoiced amount is not received by GrayMeta by the due date, then without limiting GrayMeta’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) GrayMeta may condition future subscription renewals and Sales Orders on payment terms shorter than those specified in Section 14.2.
14.4. Suspension of Service. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized GrayMeta to charge to Customer’s credit card), GrayMeta may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, GrayMeta will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Notice” section below for billing notices, before suspending services to Customer.
14.5. Payment Disputes. GrayMeta will not exercise its rights under the “Overdue Charges” or “Suspension of Service” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.
14.6. Taxes. GrayMeta’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If GrayMeta has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, GrayMeta will invoice Customer and Customer will pay that amount unless Customer provides GrayMeta with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, GrayMeta is solely responsible for taxes assessable against it based on its income, property and employees.
15.1. Assignment. Customer may not assign any rights or delegate any obligations under this Agreement without the prior written consent of the Company. The Company may freely assign this Agreement. Any attempted assignment or delegation in violation of this Section 15.1. will be null and void.
15.2. Severability; Beneficiaries. If any term of this Agreement is held to be unenforceable, the other terms of this Agreement will be enforced to the fullest extent permitted by law.
15.3. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
15.4. Governing Law. The laws of the United States of America and the State of California govern these terms and conditions of this Agreement. By accessing this website and using our services including buying our products you consent to these terms and conditions and to the exclusive jurisdiction of the US courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied or supplemented except in writing and signed by duly authorized representatives of the Company. Uniform Computer Information Transactions Act, whether enacted in whole or in part by any state or applicable jurisdiction, regardless of how codified, does not apply to this Agreement and is hereby disclaimed. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles, California, and the parties agree and submit to the exclusive jurisdiction and venue of these courts.
15.5. Waiver. Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.
15.6. Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
15.7. Interpretation. This Agreement is the complete and final expression of the Parties’ agreement regarding its subject matter and supersedes all communications or agreements, written or oral, by the Parties regarding such subject matter. The Parties mutually agree that all terms and conditions on Sales Orders are superseded by this Agreement other than identifying the Services being ordered, pricing, quantities, term and delivery dates and
locations. If there is any conflict between this Agreement and any provision set forth in the Sales Order, this Agreement will prevail. No amendment or supplement to this Agreement is effective unless it is in writing, it identifies itself as an amendment to this Agreement and is signed by both Parties’ authorized representatives.
15.8. Notification of Changes. The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the site will signify your acceptance of any adjustment to these terms.
GrayMeta Software License General Terms and Conditions - Q1 2023
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Under GDPR (General Data Protection Regulation), You can be referred to as the Data Subject or as the User as you are the individual using the Service.
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to GrayMeta, Inc, 6060 Center Drive, 10th Floor, Los Angeles CA 90045.
For the purpose of the GDPR, the Company is the Data Controller.
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
Website refers to GrayMeta, accessible from www.graymeta.com
Service refers to the Website.
Country refers to: California, United States
Service Provider means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analyzing how the Service is used. For the purpose of the GDPR, Service Providers are considered Data Processors.
Third-party Social Media Service refers to any website or any social network website through which a User can log in or create an account to use the Service.
Personal Data is any information that relates to an identified or identifiable individual.
For the purposes for GDPR, Personal Data means any information relating to You such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity.
For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.
Cookies are small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Usage Data refers to data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Data Controller, for the purposes of the GDPR (General Data Protection Regulation), refers to the Company as the legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.
Do Not Track (DNT) is a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.
Business, for the purpose of the CCPA (California Consumer Privacy Act), refers to the Company as the legal entity that collects Consumers' personal information and determines the purposes and means of the processing of Consumers' personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers' personal information, that does business in the State of California.
Consumer, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose.
Sale, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer's Personal information to another business or a third party for monetary or other valuable consideration.
Collecting and Using Your Personal Data
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You.
Personally identifiable information may include, but is not limited to:
· Identify data including your name and company name.
· Contact data including billing address, delivery address, email address, and telephone numbers.
· Financial data including Bank Account information and/or credit card information used in order to pay for products and/or services within the Service.
· Usage Data / Technical Data includes internet protocol (IP) address, your login data, browser type and version, time zone setting and location, browser plug-in types and versions, operating system and platform and other technology on the devices you use to access our website.
When You pay for a product and/or a service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity. Such information may include, without limitation:
· Federal Tax ID
· Passport or National ID card[VC1]
· Bank card statement
· Other information linking You to an address
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device's Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, You may not be able to use some parts of our Service.
Cookies can be "Persistent" or "Session" Cookies. Persistent Cookies remain on your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close your web browser. Learn more about cookies: All About Cookies.
We use both session and persistent Cookies for the purposes set out below:
Necessary / Essential Cookies
Type: Session Cookies
Administered by: Us
Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
Cookies Policy / Notice Acceptance Cookies
Type: Persistent Cookies
Administered by: Us
Type: Persistent Cookies
Administered by: Us
Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
Tracking and Performance Cookies
Type: Persistent Cookies
Administered by: Third-Parties
Purpose: These Cookies are used to track information about traffic to the Website and how users use the Website. The information gathered via these Cookies may directly or indirectly identify you as an individual visitor. This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access the Website. We may also use these Cookies to test new advertisements, pages, features or new functionality of the Website to see how our users react to them.
The Company may use Personal Data for the following purposes:
· To provide and maintain our Service, including to monitor the usage of our Service.
· To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.
· For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.
· To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application's push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
· To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
· To manage Your requests: To attend and manage Your requests to Us.
We may share your personal information in the following situations:
· With Service Providers: We may share Your personal information with Service Providers to monitor and analyze the use of our Service, to advertise on third party websites to You after You visited our Service, for payment processing, to contact You.
· For Business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of our business to another company.
· With Business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
· With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a Third-Party Social Media Service, Your contacts on the Third-Party Social Media Service may see Your name, profile, pictures and description of Your activity. Similarly, other users will be able to view descriptions of Your activity, communicate with You and view Your profile.
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Your information, including Personal Data, is processed at the Company's operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
· Comply with a legal obligation
· Protect and defend the rights or property of the Company
· Prevent or investigate possible wrongdoing in connection with the Service
· Protect the personal safety of Users of the Service or the public
· Protect against legal liability
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Detailed Information on the Processing of Your Personal Data
Service Providers have access to Your Personal Data only to perform their tasks on Our behalf and are obligated not to disclose or use it for any other purpose.
We may use third-party Service providers to monitor and analyze the use of our Service.
Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.
For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy
We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.
We may use Email Marketing Service Providers to manage and send emails to You.
Mailchimp is an email marketing sending service provided by The Rocket Science Group LLC.
We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g. payment processors).
When You use Our Service to pay a product and/or service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity.
Google Ads (AdWords)
Google Ads (AdWords) remarketing service is provided by Google Inc.
You can opt-out of Google Analytics for Display Advertising and customize the Google Display Network ads by visiting the Google Ads Settings page: http://www.google.com/settings/ads
Google also recommends installing the Google Analytics Opt-out Browser Add-on - https://tools.google.com/dlpage/gaoptout - for your web browser. Google Analytics Opt-out Browser Add-on provides visitors with the ability to prevent their data from being collected and used by Google Analytics.
For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy
We may process Personal Data under the following conditions:
· Consent: You have given Your consent for processing Personal Data for one or more specific purposes.
· Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with You and/or for any pre-contractual obligations thereof.
· Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject.
· Vital interests: Processing Personal Data is necessary in order to protect Your vital interests or of another natural person.
· Public interests: Processing Personal Data is related to a task that is carried out in the public interest or in the exercise of official authority vested in the Company.
· Legitimate interests: Processing Personal Data is necessary for the purposes of the legitimate interests pursued by the Company.
In any case, the Company will gladly help to clarify the specific legal basis that applies to the processing, and in particular whether the provision of Personal Data is a statutory or contractual requirement, or a requirement necessary to enter into a contract.
The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.
· Request access to Your Personal Data. The right to access, update or delete the information We have on You. Whenever made possible, you can access, update or request deletion of Your Personal Data directly within Your account settings section. If you are unable to perform these actions yourself, please contact Us to assist You. This also enables You to receive a copy of the Personal Data We hold about You.
· Request correction of the Personal Data that We hold about You. You have the right to to have any incomplete or inaccurate information We hold about You corrected.
· Object to processing of Your Personal Data. This right exists where We are relying on a legitimate interest as the legal basis for Our processing and there is something about Your particular situation, which makes You want to object to our processing of Your Personal Data on this ground. You also have the right to object where We are processing Your Personal Data for direct marketing purposes.
· Request erasure of Your Personal Data. You have the right to ask Us to delete or remove Personal Data when there is no good reason for Us to continue processing it.
· Request the transfer of Your Personal Data. We will provide to You, or to a third-party You have chosen, Your Personal Data in a structured, commonly used, machine-readable format. Please note that this right only applies to automated information which You initially provided consent for Us to use or where We used the information to perform a contract with You.
· Withdraw Your consent. You have the right to withdraw Your consent on using your Personal Data. If You withdraw Your consent, We may not be able to provide You with access to certain specific functionalities of the Service.
You may exercise Your rights of access, rectification, cancellation and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, We will try our best to respond to You as soon as possible.
You have the right to complain to a Data Protection Authority about Our collection and use of Your Personal Data. For more information, if You are in the European Economic Area (EEA), please contact Your local data protection authority in the EEA.
· The right to notice. You must be properly notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
· The right to access / the right to request. The CCPA permits You to request and obtain from the Company information regarding the disclosure of Your Personal Data that has been collected in the past 12 months by the Company or its subsidiaries to a third-party for the third party's direct marketing purposes.
· The right to say no to the sale of Personal Data. You also have the right to ask the Company not to sell Your Personal Data to third parties. You can submit such a request by visiting our "Do Not Sell My Personal Information" section or web page.
· The right to know about Your Personal Data. You have the right to request and obtain from the Company information regarding the disclosure of the following:
· The categories of Personal Data collected
· The sources from which the Personal Data was collected
· The business or commercial purpose for collecting or selling the Personal Data
· Categories of third parties with whom We share Personal Data
· The specific pieces of Personal Data we collected about You
· The right to delete Personal Data. You also have the right to request the deletion of Your Personal Data that have been collected in the past 12 months.
· The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your Consumer's rights, including by:
· Denying goods or services to You
· Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
· Providing a different level or quality of goods or services to You
· Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services.
In order to exercise any of Your rights under the CCPA, and if you are a California resident, You can email or call us or visit our "Do Not Sell My Personal Information" section or web page.
The Company will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.
We do not sell personal information. However, the Service Providers we partner with (for example, our advertising partners) may use technology on the Service that "sells" personal information as defined by the CCPA law.
If you wish to opt out of the use of your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.
Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that you use.
You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:
· From Our "Cookie Consent" notice banner
· Or from Our "CCPA Opt-out" notice banner
· Or from Our "Do Not Sell My Personal Information" notice banner
· Or from Our "Do Not Sell My Personal Information" link
The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, you will need to opt out again.
Your mobile device may give you the ability to opt out of the use of information about the apps you use in order to serve you ads that are targeted to your interests:
· "Opt out of Interest-Based Ads" or "Opt out of Ads Personalization" on Android devices
· "Limit Ad Tracking" on iOS devices
You can also stop the collection of location information from Your mobile device by changing the preferences on your mobile device.
"Do Not Track" Policy as Required by California Online Privacy Protection Act (CalOPPA)
Our Service does not respond to Do Not Track signals.
However, some third-party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.
Your California Privacy Rights (California's Shine the Light law)
Under California Civil Code Section 1798 (California's Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties' direct marketing purposes.
If you'd like to request more information under the California Shine the Light law, and if you are a California resident, You can contact Us using the contact information provided below.
California Privacy Rights for Minor Users (California Business and Professions Code Section 22581) California Business and Professions Code section 22581 allow California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.
To request removal of such data, and if you are a California resident, You can contact Us using the contact information provided below, and include the email address associated with Your account.
Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.
Links to Other Websites
We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.
Policy are effective when they are posted on this page.
By email: email@example.com
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