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This Agreement is between you ("Licensee") and Grydd, Inc., a Delaware corporation having its principal offices at 1100 Bellevue Way NE, Ste 8A – 176, Bellevue WA 98004 ("Company"), and describes Licensee's rights and obligations with respect to access and use of the Service (as defined below) owned and provided by Company. The following will apply to Licensee's use of the Service:
1. Definitions. In this Agreement the following expressions will have the following meanings:
1.1 "Authorized User" means Licensee, or the employees and contractors of Licensee who are authorized by Licensee to use the Service.
1.2 "Commencement Date" means the date Licensee's user account is activated, for the commencement of access of the Service by Licensee.
1.3 "Content" means all of Licensee's documents, files, materials, data, or other content stored, shared, managed or hosted using the Service.
1.4 "Service" means the following Company platform, made available to Licensee pursuant to this Agreement:
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1.5 "Company Information" means all materials, data, and other information collected, summarized, produced, licensed, owned and delivered to Licensee by Company as part of the Service. 1.6 "Term" means the period of time during which this Agreement is in effect, as described in Section 12 below.
2. License to Use Service. Subject at all times to Licensee's compliance with the terms and conditions of this Agreement, Company hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-free, limited license for the Authorized Users to access and use the Service during the Term, only for its intended purpose, and only for the benefit of Licensee. On the Commencement Date, Licensee will be permitted access to the Service.
3. Licensee Obligations. In addition to Licensee's other obligations and responsibilities set forth in this Agreement, Licensee agrees: (a) that it is responsible for all acts and omissions of Authorized Users in connection with their use of the Service; and (b) to notify Company immediately in the event Licensee becomes aware of any unauthorized use of or access to the Service. In addition, Licensee is solely responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access or use the Service, and all related charges.
4. Use Restrictions. Licensee agrees that it will not: (a) rent, lease, distribute, sell, sublicense, or transfer to any third party all or any part of Licensee’s right to access and use the Service; (b) reverse engineer, disassemble or decompile the Service or any applications associated with the Service; (c) modify the Service; (d) access or use the Service for unlawful purposes; or (e) permit anyone else to do any of the preceding.
5. Intellectual Property. Licensee acknowledges that, as between Licensee and Company, all right, title and interest ownership in and to the Service, the Company Information and all intellectual property rights therein are owned by, and will remain the sole and exclusive property of, Company. Except for the limited license expressly granted herein, this Agreement does not grant Licensee any rights to any intellectual property rights in or to the Service or Company Information. Any suggested modifications or improvements to the Service submitted to Company by Licensee become Company's exclusive property to exploit or to not exploit as Company solely deems appropriate, without necessity for remuneration or attribution to Licensee.
6. Content. Company does not claim ownership of any Content that is transmitted, stored, or processed in Licensee's account(s). Company does not control, verify, or endorse the Content that Licensee and others host or make available on the Service. Licensee hereby grants Company and its contractors the right to use, modify, adapt, reproduce, distribute, display and disclose Content hosted on the Service solely to the extent necessary to provide the Service or as otherwise permitted by this Agreement. Licensee represents and warrants that: (a) it has all the rights in the Content necessary for Licensee to use the Service and to grant the rights in this Section; and (b) the storage, use or transmission of the Content does not violate any law or this Agreement. Licensee will: (i) be solely responsible for the nature, quality and accuracy of the Content; (ii) be solely responsible for creating and maintaining adequate backup copies for all Content in permanent or alternative storage; (iii) ensure that the Content (including the storage or transmission thereof) complies with this Agreement and all applicable laws, and regulations; and (iv) maintain appropriate security and protection of the Content, which may include Licensee's use of additional encryption technology to protect the Content from unauthorized access. Company will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of, or failure to store or encrypt any Content.
7. Third Party Services and Content. The Service may contain features and functionalities linking Licensee to, or providing Licensee with, certain functionality and access to third party content, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products, or services, and the Internet as a whole. Licensee acknowledges that Company is not responsible for such third party content or services. Company is not responsible for any third party content Licensee may access with the Services, and Licensee irrevocably waives any claim against Company with respect to such sites and third party content. Company will have no liability, obligation or responsibility for any correspondence, purchase or promotion between Licensee and any third party. Licensee is solely responsible for its dealings with any third party related to the Services.
8. Support; Maintenance. Company has no obligation to provide updates, upgrades, bug fixes, or modifications to the Service. Company has no obligation to maintain or support the Service.
9. Disclaimers.
9.1 LICENSEE ACKNOWLEDGES THAT THE SERVICE IS A "BETA" VERSION, AND MAY CONTAIN ERRORS AND PROBLEMS. COMPANY GIVES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND WHATSOEVER RELATING TO THE SERVICE, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, TITLE, OWNERSHIP, RESULTS, OR THE QUALITY, SUITABILITY, ADEQUACY, GENUINENESS, ACCURACY OR COMPLETENESS OF THE SERVICE. LICENSEE UNDERSTANDS AND AGREES THAT COMPANY ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS OF OR FAILURE TO CONTINUALLY PROVIDE THE SERVICE, OR FOR ANY LEVEL OF UPTIME. WITHOUT LIMITING ANY OF THE FOREGOING, LICENSEE AGREES AND ACKNOWLEDGES THAT COMPANY PROVIDES THE SERVICE "AS IS" AND WITH ALL FAULTS.
9.2 LICENSEE ASSUMES FULL RESPONSIBILITY FOR: (A) SELECTING THE SERVICE; (B) VERIFYING THE RESULTS OBTAINED FROM USING THE SERVICE; AND (C) TAKING APPROPRIATE STEPS TO PREVENT LOSS OF DATA. WITHOUT LIMITING THE EFFECT OF THE FOREGOING, COMPANY DOES NOT WARRANT THAT THE SERVICE WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY LICENSEE'S HARDWARE OR SOFTWARE, OR FOR PROBLEMS IN THE INTERACTION OF THE SERVICE WITH ANY OTHER SOFTWARE. LICENSEE WILL BE SOLELY RESPONSIBLE FOR TAKING ALL PRECAUTIONS, SUCH AS DATA BACKUP, TESTING AND ERROR DETECTION PROCEDURES, WHICH ARE NECESSARY IN ORDER TO ENSURE THAT ERRORS IN THE SERVICE AND THE APPLICATIONS USING THE SERVICE DO NOT CAUSE ADVERSE CONSEQUENCES. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SERVICE IS WITH LICENSEE.
10. Limitations of Liability and Damages. UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL COSTS OR DAMAGES, INCLUDING LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR PROFIT, ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
11. Indemnification. To the extent permitted by applicable law, Licensee agrees to defend, indemnify and hold harmless Company and its affiliates, directors, shareholders, officers, agents, representatives and employees, in any action or suit brought or threatened by any third party due to or arising out of Licensee's use of the Service, or Licensee's violation of this Agreement or applicable law. Licensee will pay all damages awarded therein against Company or settlement agreed upon by the parties. Company will promptly notify Licensee of such action and give Licensee authority, information, and assistance (at Licensee's expense) for the defense of such suit or proceeding.
12. Term and Termination. This Agreement is effective on the Commencement Date, and may be terminated by Company at any time, with or without cause and with or without notice to Licensee.
13. Miscellaneous.
13.1 This Agreement (including any amendments or revisions) constitutes the entire agreement between the parties and supersedes any previous understandings, commitments, or agreements, oral or written regarding the subject matter hereof. This Agreement may only be amended or modified by written agreement of both parties.
13.2 Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed as a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action.
13.3 This Agreement is governed by the laws of State of Washington, without reference to its choice of law provisions. If Licensee initiates any legal action against Company under this Agreement or related in any way to the Service, whether in contract, tort or otherwise, Licensee agree to initiate that action only in a state or federal court located in the State of Washington.
13.4 The parties hereby agree that the party who is not the substantially prevailing party with respect to any dispute, claim or controversy related to or arising under this Agreement will pay the reasonable costs actually incurred by the substantially prevailing party in relation to the dispute, claim or controversy, and any appeal thereof, and any enforcement of an award, including reasonable attorneys' fees.
13.5 Neither this Agreement, nor the rights granted hereunder, is assignable or transferable by Licensee without the prior written consent of Company. Company may assign or transfer its rights and/or duties under this Agreement without requirement for Licensee's permission or approval.
13.6 Company's remedies set forth herein are not exclusive and are in addition to any and all other remedies available at law or in equity, none of which will be deemed as waived by virtue of Company's exercise of any other remedy.
13.7 Company will not be responsible for delay or failure in performance or any interruption of the Service resulting directly or indirectly from any cause or circumstance beyond its reasonable control including by any acts of civil or military authority, law, regulation, order or decree, by fire, riots, strikes, legal moratorium, war or revolution, by communication line or power failures, or by "acts of god," epidemic, earthquake, fire, flood or other natural disasters, nor will any such delay or failure be considered to be a breach of this Agreement or entitle either party to any credit or reimbursements. In any such event, performance will take place as soon thereafter as is reasonably feasible.
13.8 All provisions of this Agreement that are, by their nature, intended to continue will survive any expiration or termination hereof.
13.9 No provisions of this Agreement are intended or will be construed to confer upon or give to any third person or entity other than Company and Licensee any rights, remedies or other benefits under or by reason of this Agreement.
13.10 The Service may not be exported or reexported from the United States of America except in accordance with the laws, regulations, orders or other restrictions on the export of software from the United States of America.
13.11 Each and every provision of this Agreement which provides for a limitation of liability, disclaimer of warranty or exclusion of damages is intended by the parties to be severable and independent of any other such provision. Further, in the event that any remedy hereunder is determined to have failed of its essential purpose, all limitations of liability and exclusions of damages will remain in effect.