GrayMeta, Inc. (“GrayMeta” or the “Company”) and the customer identified on the Sales Order (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.

1. Definitions
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” 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 as a Service (“SaaS”); and (b) to access the Documentation provided by GrayMeta.

2.5. The Service is licensed to Customer for internal use only. In connection with Customer’s use of the Service, 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 Service; (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 Service for the benefit of third parties; or (d) attempt to circumvent any license, timing or use restrictions that are built into the Service.

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 Service. Customer acknowledges that the Service constitutes GrayMeta’s valuable trade secrets and improper use or disclosure would cause GrayMeta irreparable harm. Accordingly, Customer agrees to use the Service 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 Service or a copy of the Service, 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 Service, 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 Service, and notify GrayMeta immediately of any such unauthorized access and/or use of which Customer becomes aware, (iii) use the Service 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 Service available to any third party, (b) sell, resell, rent or lease the Service, (c) interfere with or disrupt the integrity or performance of the Service, 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 Service 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 Service 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 Service; and (ii) to allow GrayMeta to provide the Administrator with access to such End User content. The Service is not authorized for use by persons under the age of 13 and Customer will ensure that it does not allow any person under 13 to use the Service. Customer will promptly notify GrayMeta if it becomes aware of any unauthorized access to Customer’s account or the Service.

4.6. Restrictions. Customer will not: (i) rent, sell, resell or lease the Service to any third party; (ii) use the Service for any purpose where either the use or the failure of the Service might lead to personal injury, death or physical damage; (iii) use the Service in locations where the collection of biometric data is prohibited; or (iv) disassemble, decompile or reverse engineer the Service 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 service in a manner that GrayMeta reasonably believes may cause a security risk, a disruption to others’ use of the Service, 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 Service. 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 Service 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 Service. 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. Ownership
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 Service 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. Indemnification
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 Service.

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. Miscellaneous
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.

15.9. Privacy Policy. Customer should review GrayMeta’s Privacy Policy (posted on its website) before deciding to use the Product. GrayMeta’s Privacy Policy is hereby incorporated into this Agreement by reference, and governs GrayMeta’s treatment of any information, including personally identifiable information Customer submits to GrayMeta. If there are any changes to our privacy policy, we will announce that these changes have been made on our home page and on other key pages on our site. If there are any changes in how we use our site customers’ Personally Identifiable Information, notification by e-mail or postal mail will be made to those affected by this change. Any changes to our privacy policy will be posted on our web site 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis.

For questions about these or any GrayMeta terms or policies, email us at terms-questions@graymeta.com.