GrayVyne | Terms & Conditions

Terms & Conditions

Welcome to GrayVyne! We’re happy you’re here. Please read this Terms and Conditions agreement carefully before accessing or using GrayVyne. We have the standard binding legal stuff for your review, but we’ve also added a Plain English non-binding version immediately prior to each section to aid in understanding and show you where we’re coming from. Because it is such an important contact between us and our users, we have tried to make it as clear as possible. We really want to make this legal stuff easier to read and show important people like you that our organization can be trusted.

Plain English version: GrayVyne is the service being provided to organizations like yours, and Keologic is the legal entity that made GrayVyne possible. In other words, GrayVyne is part of Keologic. GrayVyne is legally considered a trade name, or an assumed name, or a dba (doing-business-as) name. Keologic is like a parent-figure to a few children, and GrayVyne is one of those kiddos. So, don’t be confused if you see Keologic listed instead of GrayVyne, we’re all part of the same happy family.

Keologic, LLC d/b/a GrayVyne (referred to in this policy as “GrayVyne”, “us”, “we”, or “our”) has adopted the following Terms & Conditions which govern your relationship with GrayVyne and provide important information about your legal rights (“Terms”).

Plain English version: Any time you see BLOCK letters in a document, it usually means “please pay attention, you might find something useful and important here.” Legal jargon can be confusing, but if it’s in block letters, do your best to figure out what it’s trying to tell you. In the following, we’re simply advising that if you use the GrayVyne website, the mobile application, and/or the Trellis located on the website, you’re bound by these terms. If you don’t want to be bound by these terms, don’t access any of the GrayVyne services. If your organization creates an account to access the Trellis, you will be held to additional terms as outlined in the Guiding Principles document located in the FAQ page in the Trellis at https://grayvyneplatform.grayvyneengineering.com/

PLEASE READ THE TERMS OF USE BELOW. THESE TERMS OF USE, INCLUDING ANY REVISED AGREEMENTS THAT WE MAY POST FROM TIME TO TIME, STATE THE TERMS AND CONDITIONS UNDER WHICH GRAYVYNE PROVIDES YOU WITH VARIOUS SERVICES ON THE FOLLOWING WEB SITE: WWW.GRAYVYNE.COM (“Site”), OR VIA MOBILE APPLICATIONS ACCESSED VIA THE APPLE STORE OR GOOGLE PLAY (“Apps”). ALL SERVICES PROVIDED BY GRAYVYNE ON THE SITE OR APPS ARE COLLECTIVELY REFERRED TO AS “SERVICES.” BY ACCESSING, BROWSING AND/OR USING OUR WEB SITE, MOBILE APPLICATIONS, OR TRELLIS (ALSO KNOWN AS GRAYVYNE MARKETPLACE), OR ACCESSING SERVICES POSTED ON ANY OF THE SAME, YOU ARE DEEMED TO ACCEPT THE TERMS OF USE AND AGREE TO BE BOUND BY THIS AGREEMENT WITH RESPECT TO THE USE OF THOSE SERVICES. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, PLEASE DO NOT ACCESS, BROWSE OR USE OUR WEB SITE OR ANY SERVICES WE PROVIDE.

TO THE EXTENT YOU HAVE CREATED A USER ACCOUNT, ADDITIONAL TERMS WILL BE APPLICABLE AS STATED IN THE GUIDING PRINCIPLES DOCUMENT LOCATED IN THE FAQ PAGE OF THE TRELLIS LOCATED AT TRELLIS.GRAYVYNE.COM (ALSO KNOWN AS THE GRAYVYNE MARKETPLACE).

Definitions – Plain English version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. We’re not planning to test you on it, but it’s still useful information.

Definitions

An “Account” represents your legal relationship with GrayVyne. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on GrayVyne. “Organizations” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users of the same Organization can create, modify, and collaborate across many projects at once. A User Account can be a member of only a single Organization.

The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms & Conditions” or the “Terms”) and all other operating rules, policies (including the GrayVyne Privacy Policy, available at https://www.grayvyne.com/privacy-policy) and procedures that we may publish from time to time on the Website.

“Beta Previews” mean software, services, or features identified as alpha, beta, preview, early access, or evaluation, or words or phrases with similar meanings.

“Collective Work” means a work, such as a periodical issue, anthology or encyclopedia, in which the Work in its entirety in unmodified form, along with a number of other contributions, constituting separate and independent works in themselves, are assembled into a collective whole. A work that constitutes a Collective Work will not be considered a Derivative Work (as defined below) for the purposes of this License.

“Content” refers to content featured or displayed through the Website, including without limitation code, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website, Mobile Applications, or Trellis, or otherwise available through the Service. “Content” also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. “Your Content” is Content that you create and upload to the Trellis.

“Derivative Work” means a work based upon the Work or upon the Work and other pre-existing works, such as a translation, musical arrangement, dramatization, fictionalization, motion picture version, sound recording, art reproduction, abridgment, condensation, or any other form in which the Work may be recast, transformed, or adapted, except that a work that constitutes a Collective Work will not be considered a Derivative Work for the purpose of this License.

“Fork” refers to others making their own copies of Content available on your Project Details page and use them in projects where they wish to make a contribution to the community, including but not limited to project fixes, new versions, project add-ons, or other project contributions.

“GrayVyne,” “We,” and “Us” refer to GrayVyne d/b/a Keologic, LLC, as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

“Learner” refers to a student of an education organization or home schooling environment.

“Licensor” means the individual or entity that offers the Work under the terms of this License.

“Postings” refers to certain areas of the Site which may allow users to post or upload information, data, text, code, photographs, graphics, video, messages and/or other content.

“Project Details Content (PDC)” can be found on the project details page that the entire community can see. Your learners use this content to tell the story to their peers and motivate them to try your project in their town, and make your project their own. Think of these as marketing files, like videos, podcasts, and photos that others will consume to understand the “why” before selecting the project.

“Project Execution Content (PEC)” is only delivered to a school AFTER they’ve decided to implement your project at which time they’ll send your school a donation to create more opportunity for more learners. Only schools that have sent a donation will be delivered the Project Execution Files. Think of these files as understanding the “how” of the project, and may include content such as CAD files, software code, or process maps (among others).

The “Service” or “Services” refers to the applications, software, products, and services provided by GrayVyne, including any Beta Previews.

“Service Fees” refer to Stripe payment processing fees, GrayVyne Community Contribution, or other fees as necessary to connect and inspire the community as determined by GrayVyne.

“Stripe” refers to the payment processing company located at stripe.com. GrayVyne utilizes Stripe services to facilitate fundraising on the Trellis.

The “Trellis” refers to the application used to share Content for and amongst the GrayVyne community. The Trellis may also be referred to as the “GrayVyne Marketplace,” and is located in the Trellis at https://grayvyneplatform.grayvyneengineering.com/

“The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions.

The “Website” or “Site” refers to GrayVyne’s website located at grayvyne.com, and all content, services, and products provided by GrayVyne at or through the Website. It also refers to GrayVyne-owned subdomains of grayvyne.com, such as trellis.grayvyne.com. Occasionally, websites owned by GrayVyne may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.

Services – Plain English version: Please provide accurate information because GrayVyne is relying on this information to provide you the service you desire. We may need to limit access to certain portions of our site or service due to maintenance, upgrades, or other reasons. Sorry for the inconvenience, but we’re probably doing this to make things better for everyone. Although we do have limitations labeled on the Create Project Form listing the quantity and size of files to be uploaded to the Trellis, we may need to adjust this from time to time. You are responsible for your own equipment when using GrayVyne, and we’ll take care of our equipment to keep the site running. That said, let us know if you find an error and we’ll see about fixing it asap! Your use of GrayVyne is just for you, please don’t let others use it unless we say its okay. Thank you!

Services

GrayVyne, through the Site and Software, provides learners, educators, and teachers with an online platform to create projects, share stories, deliver project implementation files, and generate donations from the community for fundraising efforts to generate more opportunities for all types of learners (the “Services”).

In order to use the Services, You must:Provide up-to-date, complete and accurate information respecting your Users and other employees or contractors authorized to access the Services; b) represent that You have the right and the authority to subscribe to the Services, and have obtained all authorizations necessary from all third parties (including Users) to enter into these Terms and Conditions; c) agree to keep your account in good-standing; and d) provide up-to-date, complete and accurate credit card information that is valid and legally binding; and e) provide up-to-date, complete and accurate bank account information that is valid and legally binding; and f) be at all times in compliance with the terms and conditions of these Terms and Conditions and applicable law.

You specifically agree that GrayVyne may rely on the accuracy of the information provided by You to GrayVyne, and that GrayVyne will have no liability whatsoever, whether to You or to any third party, for any claims or damages resulting from inaccurate information provided to GrayVyne.

GrayVyne reserves the right to change, suspend or discontinue the Services at any time, including the availability of any feature or content, account access, or any promotion offered by GrayVyne. GrayVyne may also impose limits on the Services and/or terminate or restrict your access to parts or all of the Services without liability. Where feasible, GrayVyne will provide you with advance notice of such changes, limitations or discontinuance; however, you acknowledge that such notice may not be feasible in all circumstances, and that GrayVyne shall have no liability whatsoever for its failure to provide such notice to you.

Use of the Services may contain references to third parties, links to third party websites or documents, and may incorporate information obtained from third parties. All such references, links and information are provided “AS IS”. Third party websites, documents, information, opinions, advice or statements are not under the control of GrayVyne, and GrayVyne is not responsible or in any way liable for their contents, including without limitation their accuracy, reliability, effectiveness, standards compliance, copyright compliance, legality, decency, or any other aspect of their content. Other than to the limited extent required under applicable consumer protection law, under no circumstance will GrayVyne be liable for any loss or damage caused by your reliance on information obtained through the Services or a third party linked site (including any opinions, statements or advice), or your reliance on any materials, products or services obtained from any user of the Services or any third party linked site. It is your responsibility to evaluate the accuracy, completeness or usefulness of any opinion, advice or other content available through the Services or obtained from a third party linked site. You are responsible for viewing and abiding by the privacy statements and terms of use posted at any third party website accessed through the Services and/or any other agreements entered into between you and such third party, and for complying with any conditions of use placed on lesson plans or other materials posted by other users of the Services.

The Services may be subject to the usage limitation policies as provided to You by GrayVyne from time to time, for example limitations on data storage space, in electronic form by posting on GrayVyne’s website. You are solely responsible for compliance with such policies.

You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used for using the Application, Software or Services (except for GrayVyne’s computer systems and networks), including without limitation Your internal network infrastructure and any mobile devices.

You agree to promptly and accurately report to GrayVyne any actual or apparent errors, problems, nonconformities or other difficulties in Services, along with any other information reasonably requested by GrayVyne to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by GrayVyne for the purposes of GrayVyne’s internal use to improve the Services or other GrayVyne products or services.

The Software and Services are for Your own internal use only. You may not resell, lease or provide them in any other way to anyone else, except as expressly permitted by GrayVyne pursuant to these Terms and Conditions.

License to Use the Software – Plain English version: We are licensing this software to you, and you only. Please don’t try and sell your rights to other folks. This is kind of silly though, because any school can sign up at no charge. At any rate, we are granting you access to the site and we can take your access away if you don’t play nice. Please play nice :-)

License to Use the Software, Services and Services Content

GrayVyne grants to you, and your authorized Users, a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to use and access the Software, Services and Services Content for your own internal use according to these Terms & Conditions, and not for resale or further distribution. Your right to use the Software, Services and Services Content is limited by all terms and conditions set forth in these Terms and Conditions.

Except for this license granted to you, GrayVyne and its licensors retain all right, title and interest in and to the Software, Services and Services Content, including all related Intellectual Property Rights. The Services are protected by applicable Intellectual Property and Copyright laws.

License Fee and Payment – Plain English version: Money is a story. In education, it tells a story of what we have, or what we’re lacking. It separates us from them, and our community from theirs. When we first started building GrayVyne, we really wanted it to be a non-profit and free for the entire education community. We wanted to share free resources that would empower the community to connect and inspire each other. But we discovered that although this model was genuine and we felt we could make a positive impact, it lacked the ability to address the financial inequity in our education system. So, we decided to create a circular economy in education instead where the education community is expected to share and provide financial support to each other too, and as a result they can maintain a totally independent and flexible source of fundraising for themselves based on human metrics, not test data or neighborhood socioeconomics.

GrayVyne is a For [your] Profit organization. We are doing all we can to stay out of your way, and occasionally providing a gentle nudge in the direction of collective forward progress. We created a system where the flow of money is generated and donated between the schools and for the schools based on the work learners are doing for each other, and a result of what they’re learning from each other. At its core, the model suggests that if a learner is able to inspire their peers to make a positive impact on someone else, their school will be rewarded for it through a donation so they can do it again. As learners are inspired by their peers, they will want to see if they can pay it forward and inspire one of their peers on the next project so another learner can experience the same feeling that this learner felt last year. And the cycle of inspiration and impact grows with every single learner who finds the motivation to do work for someone they care about or a cause they stand up for.

Imagine an entire community that is agnostic of the type of school learners are in and is solely focused on the impact, ingenuity, motivation, and generosity learners deliver to each other. What if learners truly believed that although their school might not have the same opportunities as the other schools, each learner has the power to directly impact the breadth of opportunities learners at their school might have next year? GrayVyne makes this belief possible. GrayVyne levels the playing field so that any school can generate new funding and opportunities as a result of the generous work they do for others. It’s a system where private school students are saying thank you and providing donations to alternative school students, and charter school students are saying thank you and being lifted up by home school students. There is always a different type of opportunity that learners wish they had access to at the other school, and GrayVyne provides access to these opportunities so they can bring them to their school.

When we created a for-profit company in education, many people wondered about our motivations. The truth is that the for-profit model allowed us the flexibility to create a school-to-school support and fundraising structure, and a non-profit couldn’t. Nearly all of the money generated remains within and is circulated throughout the education community by generous people like you. We’re making a bet that a truly learner-centered and learner-led education system is possible. We want you to see GrayVyne as your own platform formed for your own community, please go ahead and take it.

Okay, so this model assumes all schools will stop being competitive and transition to being generous automatically. In a perfect world, this would be fantastic. Realistically though, we’ve decided to put a mechanism in place to ensure “all boats rise.” To help maintain a generous circulation of fundraising for all schools and any type of school, we created a GrayVyne Community Contribution that will be collected from each transaction and used to discover schools from all corners of the education system who wish to be part of this community. So, not only will your project be used to inspire learners you’re connecting with today, but the Community Contribution will extend the reach of your generosity and impact to those who would like to become contributors tomorrow.

Thank you for reading through a bit of the “why,” now let’s move on to “how.” There are no memberships or subscriptions or complex contracts to be a part of GrayVyne. This platform was built so any type of school could be a part of it regardless of your level of access to financial resources. There is no term to sign up for. You can come and stay as long as you wish. There is no charge for creating and sharing your stories and projects to inspire your peers. Please inspire and motivate your peers as often as possible! If your learners are struggling to come up with the perfect project for them (i.e. find the project that aligns with their passion AND their purpose, a project where they know who they’re doing it for), they are free to browse all of the projects and experience the stories of their peers until they find one that resonates with them. And when they do, learners can make the project their own and your school will be asked to send a gift of gratitude to the original creators so they can go start the next project. Stripe helps facilitate this transaction and charges a small fee similar to a credit card fee you might see on a normal purchase. Stripe makes this complex transaction so simple, we hope you are just as grateful as we are that they can facilitate this fundraising connection between each and every school with a click of a button (trust us, creating a seamless school-to-school transaction without GrayVyne getting in your way wasn’t easy). During this same transaction, and like magic, Stripe collects the Community Contribution that GrayVyne will distribute to the farthest corners of education and use it to bring the community closer together. Whoohoo!

License Fee and Payment

Initial Registration – When you register your Organization to become a GrayVyne community member, no fees or payments are required.

Term – No subscription term is associated with Organizations or Accounts on GrayVyne.

Contributions – Organizations who wish to complete projects and tell their story to inspire other learners in the education community may upload and share their projects at no charge.

Donations – School Organizations who wish to share their projects and receive donations to their school or foundation for the impact and inspiration they create must register with the payment processing platform Stripe (stripe.com). Stripe has been integrated into the Trellis and thus the Stripe registration process is facilitated from within your Trellis account. For each transaction completed between schools, you agree to Stripe dividing the transaction into three independent pieces: 1) Stripe will collect a payment processing fee per the Stripe Terms of Service you agree to when registering 2) GrayVyne will collect a Community Contribution to pay it forward and help grow the community as explained in the Community Guidelines found in the FAQ section of the Trellis 3) the remainder will be delivered directly to your school Organization’s registered bank account so you can create more opportunities for future learners.

Unless otherwise provided on the Site, all Service Fees are non-refundable. GrayVyne may add new services for additional fees and charges, or amend fees and charges for existing service, at any time in its sole discretion. If You fail to pay any amount due pursuant to these Terms and Conditions within thirty (30) days of such payment becoming due and payable, GrayVyne may terminate your Service and license to the Software. You are responsible for, and shall pay all taxes relating to the Services. Unless otherwise indicated, all amounts payable by You under these Terms & Conditions are exclusive of any sales tax, or similar government charge that may be assessed by any jurisdiction. If You are required to withhold any taxes from payments owed under these Terms and Conditions, the amount of payment due shall automatically be increased to offset such tax, so that the amount actually remitted to GrayVyne shall equal the amount invoiced or otherwise due. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction on the Trellis must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a donation or transaction or other monetary transaction. You are responsible for all taxes applicable to the fees and charges in connection with the Services.

Account Terms – Plain English version: You need to talk to a human to set up your Account because we want to learn about you, your learners and your school. We like talking to humans. If you ever decide to cancel your Account, you will need to talk to a human again. We promise we won’t make it hard for you, we just want to make sure you get all the stuff you need before you go, and we’ll be sad to see you go. User Accounts and Organizations have different administrative controls and a school administrator (i.e. Principal or similar leadership position) must create the Account on behalf of the school, and although robots are fun, this administrator must be human. After initial registration, a school administrator can delegate administrative privileges to other users on GrayVyne to make their life a little easier. All users added to the platform by school administrators must have a valid school email address since this one way the system identifies unique users and validates they are associated with your school. Email addresses are also used for administrative purposes such as account management and password resets. Only the school administrator must provide a real name since they are acting on behalf of a legal entity, all other users can use first name and last initial (or other non-personally identifiable information) and the school has complete control over user naming conventions. Schools retain ultimate administrative control over their Account and any Content within it. GrayVyne does not control content or users on behalf of schools, each individual school controls how their staff and learners engage with the platform. Your school alone is responsible for your Account and anything that happens while your users are signed in to or using your Account. You are responsible for keeping your Account secure, and please let us know if you suspect any unauthorized use of your Account and we’ll be glad to help sort it out. If you decide to engage in fundraising for your school, you’ll be required to setup a Stripe account via the Trellis. Because Stripe is a third-party service helping our community connect and grow together, they have their own Terms that you must follow as well as referenced during Stripe account creation.

Account Terms

Account Controls

Users: Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.

Organizations: The “owner” of an Organization that was created under these Terms has ultimate administrative control over that Organization and the Content within it. Within the Service, an owner can manage User access to the Organization’s data and projects. An Organization may have multiple owners, but there must be at least one User Account designated as an owner and administrator of an Organization at initial registration. If you are the owner of an Organization under these Terms, we consider you responsible for the actions that are performed on or through that Organization.

Required Information

You must provide a valid email address in order to complete the signup process. The school administrator who completes the signup process must provide a real name since they would be considered the owner of the Organization and accepting these terms on behalf of a legal entity. In this case, the school administrator must also provide additional information requested about the school during the signup process. Additionally, if a school chooses to setup a Stripe account to receive fundraising from the community, additional information will be necessary for billing purposes. For all other users added by the school administrator or their delegates, a valid email address associated with the Organization is required to generate an account for each user, but all other information requested, such as using the real name for a Learner, is optional.

Account Requirements

We have a few simple rules for User Accounts on GrayVyne’s Service.

You must be a human to create an Account. Accounts registered by “bots” or other automated methods are not permitted.

One school may maintain no more than one Organization.

One person may maintain no more than one Account. Your login may only be used by one person — i.e., a single login may not be shared by multiple people. An Organization may provide access to as many User Accounts as necessary for your school.

You may not use GrayVyne in violation of export control or sanctions laws of the United States or any other applicable jurisdiction. You may not use GrayVyne if you are or are working on behalf of a Specially Designated National (SDN) or a person subject to similar blocking or denied party prohibitions administered by a U.S. government agency.

User Account Security

You are responsible for keeping your Account secure while you use our Service. We offer tools such as user-controlled password reset functionality via the Forgot Password link on the login page to help you maintain your Account’s security, but the content of your Account and its security are up to you.

You are responsible for all content uploaded to the Trellis and all activity that occurs under your Organization when content is uploaded or generated by users who have Accounts under your Organization.

You and your users are responsible for maintaining the security of your Account and password. GrayVyne cannot and will not be liable for any loss or damage from your or your user’s failure to comply with this security obligation.

You will promptly notify GrayVyne if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

Registration

A school administrator able to act on behalf of a legal entity must contact GrayVyne via our Contact Us page to initiate Registration and setup an Account on behalf of their school. After initial school registration, this school administrator may add users to the Account at their discretion, and they may delegate similar administrative privileges to others as necessary.

Cancellation

Schools may cancel their Account at any time at no charge. A school administrator able to act on behalf of the registered school may initiate a Cancellation of the Account. This administrator must contact GrayVyne via the Contact Us page to request a cancellation of their account.

Additional Terms

In some situations, third parties’ terms may apply to your use of GrayVyne. For example, you may be a member of an organization on GrayVyne with its own terms or license agreements; you may download an application that integrates with GrayVyne; or you may use GrayVyne to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties’ terms govern their relationships with you.

Acceptable Use – Plain English version: GrayVyne hosts a wide variety of collaborative projects from various schools and this collaboration only works when our users are able to work together in good faith. While using the service, you must follow the terms of this section, which include some restrictions on content you can post, conduct on the service, and other limitations. Most of this stuff is straight-forward, just be kind and treat others how you would like to be treated. You really need to take the time to read the Guiding Principles document located in the FAQ page on the Trellis at https://grayvyneplatform.grayvyneengineering.com/. This is where you not only learn the expectations of the community, but learn how the type of culture the community is seeking to build together. With every single project you upload to the Trellis, you’ll need to check a box to re-confirm you understand and agree to the Guiding Principles before you’ll be allowed to submit. In short, read the Guiding Principles, help drive a collaborative culture by being friendly, creative, constructive, and contributing to a culture of togetherness.

Acceptable Use

Use of GrayVyne: Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

You agree that you will not under any circumstances violate our Policies or Guiding Principles.

You may not send automated queries of any sort to our site without express advance written permission from GrayVyne. Note that “sending automated queries” includes, among other things:

using any software which sends queries to our sites to determine how a website or webpage “ranks” for various queries;

“meta-searching”; and

performing “offline” searches on the Site

Posting Material on Our Site

Certain areas of the Site may allow users to post or upload information, data, text, code, photographs, graphics, video, messages and/or other content (“Postings”). You acknowledge and agree that Postings and any and all liability arising from Postings are the sole responsibility of the user who posted the content (“Poster”), and not GrayVyne. GrayVyne does not control the Postings and does not guarantee the accuracy, integrity or quality of any Postings.

You understand that by using the GrayVyne Services, you may be exposed to Postings that are offensive, indecent or objectionable. Under no circumstances will GrayVyne be liable in any way for any Postings, including, but not limited to, for any errors, omissions or misrepresentations in any Postings, or for any loss or damage of any kind incurred as a result of the use of, or arising from, any Postings.

If you do choose to post content on our Site, please do not do so unless you understand that your Postings will be available on the Trellis for view by the GrayVyne community. You should not assume that you are anonymous online and cannot be identified by your Postings. You agree that all of your Postings will comply with the requirements of this Agreement.

You agree not to use our Site to:

Post any Posting that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;

Harm or threaten to harm users in any way;

“Stalk” or otherwise harass any other person or entity;

Impersonate any person or entity (including a GrayVyne agent, enthusiast, or moderator), or falsely state or otherwise misrepresent your affiliation with a person or entity;

Post any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation except in areas that are expressly designated by GrayVyne for such purpose;

Disseminate or transmit any content that infringes or violates any party’s copyright, trademark, trade secret, patent or other proprietary right, including, but not limited to, using third party copyrighted materials, without appropriate permission, using third party trademarks without appropriate permission or attribution, or using or distributing third party information (whether or not protected as a trade secret) in violation of a duty of confidentiality;

Disseminate or transmit any worms, viruses or other harmful, disruptive or destructive files, code or programs;

Violate any law (whether local, state, national, or international), whether or not intentionally;

Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Posting;

Post any content that you do not have a right to under any law or under contractual or fiduciary relationship (which includes inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

Interfere with or disrupt the GrayVyne Services, our Site, or servers or networks connected to our Site, or disobey any requirements, procedures, policies, or regulations of networks connected to the Site;

Collect or store personal data about other users;

Engage in any activities that would violate the personal privacy rights of others, including but not limited to, collecting and distributing information about Internet users without their permission, except as permitted by applicable law; or

Post any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.

User-generated Content – Plain English version: Ultimately, you are responsible for your content, and the rights you grant us are limited to those we need to provide the service. In other words, help us help you :-) Your administrators and staff are the only folks who can create projects and upload projects, so the content uploaded by your learners is controlled by you before anyone else can view it. We reserve the right to remove content or close accounts if we need to, and it would make us sad if we had to :-(

There are two types of content we need to be familiar with, Project Details Content (PDC) and Project Execution Content (PEC). PDC can be found on the project details page that the entire community can see. Your learners use this content to tell the story to their peers and motivate them to try your project in their town, and make your project their own. Think of these as marketing files, like videos, podcasts, and photos that others will consume to understand the “why” before selecting the project. On the other hand, PEC is only delivered to a school AFTER they’ve decided to implement your project at which time they’ll send your school a donation to create more opportunity for more learners. Only schools that have sent a donation will be delivered the Project Execution Files. Think of these files as understanding the “how” of the project, and may include content such as CAD files, software code, or process maps (among others).

Your school owns the Project Details Content (PDC) it creates, but you allow us certain rights to it so that we can display and share the content you upload. You still have control over your content and can add or remove files from your projects as you wish. You can also make entire projects and all associated content visible or invisible to the GrayVyne community anytime you want. This functionality is similar to having a draft version only you can see, and then pressing the Publish button so the community can see it too. Once you publish the content, all Users in the GrayVyne community can experience and interact with the Content. If you choose to “Hide” the project after initial publication, it will no longer be visible on the Trellis to anyone but you. It’s important to note that like everything on the internet, you can’t take back what people have seen or downloaded in the past, but you can prevent what will be visible in the future (we haven’t figured out how to travel back in time yet). We’ve intentionally created a safe place for learners to share their stories only with their community, and not with the entire world. So rest assured that when we share our stories, we’re sharing it with friendly and supportive people like us.

User-Generated Content

Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you upload, link to, or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

GrayVyne May Remove Content

We do not pre-screen all User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any GrayVyne terms or policies.

Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you’re uploading anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you upload; that you will only submit Content you have the right to upload; and that you will fully comply with any third-party licenses relating to Content you upload.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other GrayVyne Users — certain legal permissions, listed in these Terms & Conditions. These license grants apply to Your Content. If you upload Content that already comes with a license granting GrayVyne the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in in these Terms & Conditions. The licenses you grant to us will end when you remove Your Content from our servers, unless other Users have forked it.

License Grant to Us

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

This license does not grant GrayVyne the right to sell Your Content or otherwise distribute or use it outside of our provision of the Service.

License Grant to Other Users

Any User-Generated Content you upload to the Trellis can be visible to the GrayVyne community, but is not made available to the general public. Only GrayVyne users with current accounts can sign in to view this User-Generated Content. This includes any photos, videos, audio, or other media that has been uploaded for the project. School Administrators have the ability to “Hide” or “Show” a project on the Trellis via their “My Projects” dashboard. By setting a Project to “Show” you are making this Content available to the GrayVyne community. By setting a Project to “Hide,” you are making this Content invisible to the GrayVyne community. By setting your Projects to “Show,” you agree to allow others to view and “fork” your Content (this means that others may make their own copies of Content available on your Project Details page and use them in projects where they wish to make a contribution to the community, including but not limited to project fixes, new versions, project add-ons, or other project contributions).

If you set your projects to be viewed in the community (i.e. project set to “Show” even if only once), you grant each User of GrayVyne a nonexclusive, worldwide license to use, display, and perform Your Content through the GrayVyne Service and to reproduce Your Content solely on GrayVyne as permitted through GrayVyne’s functionality (for example, through forking). You can always “Hide” your project later, but this will only prevent FUTURE Users from forking Your Content to make a contribution. You may grant further rights if you adopt a license. If you are uploading Content you did not create or own, you are responsible for ensuring that the Content you upload is licensed under terms that grant these permissions to other GrayVyne Users.

Project Contributions Under License

Whenever you make a contribution to a project containing notice of a license, you license your contribution under the same terms, and you agree that you have the right to license your contribution under those terms. If you have a separate agreement to license your contributions under different terms, such as a contributor license agreement, that agreement will supersede.

Moral Rights

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in these Terms & Conditions, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant GrayVyne the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

Ownership and Protection of Intellectual Property Rights – Plain English version: This is a really important clause, and it’s important because it feels different. This clause is about the difference between a business and its inherent competition and motivation to protect ideas, and how the projects and ideas on the Trellis are aligned with none of these things. We aren’t competing with each other, we aren’t building businesses, and we aren’t asserting ownership of an idea and doing our best to protect it. On GrayVyne, we are sharing ideas and using it to inspire someone else to take action. We want other learners to take our ideas and make it their own and make it better, and if they’ve been inspired enough to begin, then they’ll thank us for it.

GrayVyne does not own Your Content. GrayVyne owns all of the other stuff on the website or in an app like logos and copywriting, etc (not that you would want this stuff anyway). Your Organization owns all of the Content it creates. However, if you choose to share this content with the rest of the community, you are granting active GrayVyne community members to use your Content to try and make an impact in their town, or to try and make your project better by manipulating it and changing it to fit their specific needs. They are making your project their own. This is why when we download a project, the button reads: “Make it your own.” We really mean it. When a learner takes your project and makes it their own, it’s no longer your project. They’ve already thanked you for it and you can’t take it back. Learners need to discover for themselves that even someone like them can complete a project like this. And through your generosity you are hoping other community members will take your Content and make the project even better than you thought it could be, and they’ll thank you for it with a donation so your learners can go do it again.

To be very clear, GrayVyne is not a place to protect an idea and start a business. This is an open-walled community, we are not trying to construct walls around every idea. GrayVyne will prepare learners to create a future business by figuring out how to do the important work of putting themselves out there and making change happen. With practice, lots of practice with projects like these, learners will leave their education environment primed to start the right business for the right reasons. They’ll be inspired by ideas not because it holds promise of being famous or becoming wealthy, but because the idea holds promise that they could feel like they matter to someone else. This platform is about discovering a problem that impacts a person or benefits a cause you care about, discovering an idea that inspires you to seek a solution to this problem (whether you thought of it or not), and then do the hard work of making change happen by implementing the right solution to fit your unique circumstances. One idea turns into thousands of other ideas, and one solution turns into thousands of other solutions. When you contribute your idea and solution to the community, you’re asking the crowd to come together and turn a local impact into a broad impact. In return, your school will receive a donation to provide even more opportunities like this to even more learners that will follow. If and when this happens, and at any point you choose, you can move on to the next idea and find comfort in becoming a beginner again. It’s a cycle of generosity and gratitude that feeds on pure intentions.

So please, if you feel your school, or a learner, or a group of learners, or their parents, or anyone else associated with your Organization has the best idea ever and intends to protect and assert ownership of this extremely rare and ingenious idea through a patent or other means, don’t ever place this idea and it’s associated Content on the Trellis. This is not a place to sell products or services, this is an educational platform where schools and learners are rewarded in hundreds of ways and a thousand times more meaningful than a financial transaction. If you have a product or service to sell, go create a legal entity and build a viable business to bring the idea to market. This will be a valuable learning experience in an of itself. And if you do bring the idea to market, we hope this idea makes a positive impact on the rest of us. We’re cheering for you.

Ownership and Protection of Intellectual Property Rights

Organizations own the Content they create, and if they choose to upload Project Details Content (PDC) and deliver Project Execution Content (PEC), the Organization grants the following license to other active Organizations within the GrayVyne community:

Subject to the terms and conditions of this License, Licensor hereby grants a worldwide, royalty-free, non-exclusive, perpetual (for the duration of the applicable copyright) license to exercise the rights in the Work as stated below:

to reproduce the Work, to incorporate the Work into one or more Collective Works, and to reproduce the Work as incorporated in the Collective Works;

to create and reproduce Derivative Works;

The above rights may be exercised in all media and formats whether now known or hereafter devised. The above rights include the right to make such modifications as are technically necessary to exercise the rights in other media and formats. All rights not expressly granted by Licensor are hereby reserved.

Except for Content created by Organizations, all other aspects of the Site and the plugins or mobile applications (“Plugins,” “Apps”) you find on our Services is owned or controlled by us. This includes, but is not limited to, all text, graphics, photographs, logos, and other imagery, videos, user interfaces, trademarks, computer code, and other content of our Site or Apps (collectively, “Site Assets”). This also includes the design, structure, coordination, arrangement, expression, and the “look and feel” of Site Assets. Site Assets are protected by copyright, trademarks, trade dress, trade secret, and other intellectual property rights.

Changes to This Agreement – Plain English version: GrayVyne changes things up a bit as we receive valuable feedback from people like you. Let’s keep in touch.

Changes to This Agreement

GrayVyne may make changes to this Agreement from time to time in its sole discretion. Your continued use of our Site following the posting of changes constitutes your acceptance of any such changes. You can review the most current version of this Agreement at this link: https://www.grayvyne.com/terms-conditions. Please check this page from time to time for current terms of use.

Our Privacy Policy – Plain English version: GrayVyne has another super important document that talks to our Privacy Policy. We are genuinely concerned about your privacy and have gone to great lengths to make sure you feel comfortable using this site. There are two separate sites to be aware of. There’s the public-facing marketing website at grayvyne.com, and then there’s the Trellis at https://grayvyneplatform.grayvyneengineering.com/.

Our Privacy Policy

The information that we obtain through your use of any of our Site, whether through the registration process or otherwise, is subject to the privacy policy posted on such site (“Privacy Policy”). The GrayVyne Privacy Policy can be viewed on our Privacy Policy page at https://www.grayvyne.com/privacy-policy. The Privacy Policy contains terms and conditions that govern our collection and use of the information you provide to us, including our respective rights relative to that information. Please review the applicable Privacy Policy before you use our Site. If you are unwilling to accept the terms and conditions of the Privacy Policy, please do not use our Site.

The main marketing website does have analytics and tools built into the WordPress website software to help us understand how the site is being used and if anyone is actually visiting the thing… To be honest, digging into site counts and page visits isn’t much fun, so we’re not that interested in playing with it. We reference these analytics to see if there was one unique visitor who came to our site today, which means there is one person in the world curious to learn more about how their learners can inspire their peers in different learning environments, and that one person is enough for us to get back to work. We are not ever concerned about or connected to your social media profile, we don’t want to track you, we have no annoying pop-ups depending on where you move your mouse pointer, etc. The marketing website is merely a place where you can learn about us and understand how you can become a contributor to the community. And if you do contact us, it would be a privilege for us to learn about you through a human conversation, rather than through a bunch of data.

The Trellis is a private website that requires a username and login to access, this is not public-facing. This is a purpose-built platform and has none of the marketing analytics built into it like the main marketing website. A limited amount of data is being collected from users for account verification and user authentication to grant access to the site (i.e. school name, username and password), which is being handled through a super secure Google Firebase Authentication platform. This means even GrayVyne doesn’t have access to your password, we leave this important job to the security experts. This platform is used to make sure only the folks in the GrayVyne community are accessing the Trellis. The Trellis was designed to be a safe place for a courageous community. We never intend to sell your data, we aren’t tracking likes or comments or views, we don’t solicit ratings or reviews about learners or schools, we are the opposite of social media (we want you to be human and social with none of the media). There are no “Most Viewed” or “Most Popular” or “Most Downloaded” projects. We aren’t concerned about the Most, we are concerned about each and every one of You. The Trellis is a private platform run by a private company, which means only community members like you can tell us what to do—the way it should be. It’s probably too late for a spoiler alert, but to read more about our intentions on protecting your privacy, please check out our Privacy Policy at: https://www.grayvyne.com/privacy-policy

Other Policies – Plain English version: If there is something unique or urgent we wish you to be aware of, we’ll make sure to place a note or disclaimer directly on our site so you won’t miss it.

Other Policies

Your use of our Site is also subject to the other policies, disclaimers and guidelines we post on such Site from time to time.

Links to Other Web Sites – Plain English version: If there is a website we’d like to recommend to you, we may place a link on our site for your reference. Please keep in mind that we have no control over the functionality of these sites, so be cautious. If you are weary of visiting any of these sites, it’s okay not to click. If you find something strange in a link, let us know so we can change it or remove it from our site.

Links to Other Web Sites

The GrayVyne Services may include links to other World Wide Web sites or resources. Because GrayVyne has no control over such sites and resources, you acknowledge and agree that GrayVyne is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that GrayVyne shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Finally, you acknowledge that such external sites usually have their own terms and conditions, including privacy policies, over which GrayVyne has no control and which will govern your rights and obligations with respect to the use of those Web sites.

Your use of our Site is also subject to the other policies, disclaimers and guidelines we post on such Site from time to time.

Your Contract with Advertisers or Third Party Vendors – Plain English version: Similar to the Links to Other Websites in Section, we may want to make you aware of another company that we appreciate in the world. These companies may wish to offer you their product or service that align with our values. In cases like these, keep in mind that although we appreciate these third party folks, we are not responsible for the things you purchase or the services you receive.

Your Contact with Advertisers or Third Party Vendors

Your dealings with advertisers and third party vendors found on or through the GrayVyne Services, including your participation in promotions, the purchase of goods or services, and any terms, conditions, warranties or representations associated with such activities, are solely between you and the third party. GrayVyne does not make any representations or warranties with respect to any goods or web sites that may be obtained from such third parties, and you agree that GrayVyne will have no liability for any loss or damage of any kind incurred as a result of any activities you undertake in connection with the use of or reliance on any content, goods, services, information or other materials available, or through such third parties, on our Site. You acknowledge that such external sites usually have their own terms and conditions, including privacy policies, over which GrayVyne has no control and which will govern your rights and obligations with respect to the use of those Web sites.

Modifications to GrayVyne Services – Plain English version: If there is ever a need to change the site or the Trellis, or stop or shut down GrayVyne for any reason, we’ll be super sad. Just promise us you’ll be nice and tell us it’s been a good run.

Modifications to GrayVyne Services

GrayVyne reserves the right at any time and from time to time to modify, suspend, discontinue or terminate the GrayVyne Services (or any part thereof) with or without notice. You agree that GrayVyne will not be liable to you or to any third party for any modification, suspension, discontinuation or termination of the GrayVyne Services.

Termination of Your Access to GrayVyne Services – Plain English version: If you don’t play nice and choose not to engage with the community as a gracious contributor, or violate the values we’ve spent so much time and energy building with the community, we reserve the right to remove your access to the Trellis. We hope we never have to do this because we know there will be so many learners who could miss out on something really special. Ugh, hard to even think about this one. Please read the Community Guidelines located on the Trellis if you’re ever wondering what the culture should feel like, and use that as a compass to guide future actions.

Termination of Your Access to GrayVyne Services

You agree that GrayVyne, in its sole discretion, may terminate your access to any of the GrayVyne Services, and/or remove, discard or modify any Postings or content within the Service, for any reason, including, without limitation, for lack of use or if GrayVyne believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. You agree that any termination of your access to the GrayVyne Services may be effected without prior notice, and acknowledge and agree that GrayVyne may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the GrayVyne Services. If you use the Site in violation of this Agreement, GrayVyne may, in its sole discretion, retain all data collected from your use of the Site. Further, you agree that GrayVyne shall not be liable to you or any third party for the discontinuation or termination of your access to the GrayVyne Services, or collection of information notwithstanding in the case of your violation of this Agreement, even if advised of a claim for damages.

Information Disclaimer and Disclaimer of Warranties – Plain English version: This is an ALL CAPS section, please go ahead and give it a read. In essence, we can’t promise you the world, use the site at your own risk, and we can’t predict the future. But we still appreciate you!

Information Disclaimer and Disclaimer of Warranties

BY USING GRAYVYNE SERVICES YOU UNDERSTAND AND AGREE THAT:

THE SOFTWARE AND SERVICES, INCLUDING ALL INFORMATION AND SERVICES CONTENT CONTAINED ON THIS SITE, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRAYVYNE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, GRAYVYNE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
GRAYVYNE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE GRAYVYNE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND GRAYVYNE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICE.

Limitation of Liability – Plain English version: GrayVyne is not liable for any of the things listed in ALL CAPS above, give it a read.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GRAYVYNE, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF DATA OR USER CONTENT, PROFITS, GOODWILL, USE, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL GRAYVYNE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRAYVYNE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SERVICES CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE. IN NO EVENT SHALL GRAYVYNE ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO GRAYVYNE DURING THE ONE YEAR PERIOD PRIOR TO THE DATE OF ANY CLAIM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF GRAYVYNE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification of GrayVyne – Plain English version: GrayVyne’s standard indemnification clause listed in ALL CAPS above, give it a read.

Indemnification of GrayVyne

YOU AGREE TO INDEMNIFY AND HOLD GRAYVYNE, ITS SUBSIDIARIES, AND AFFILIATES, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY, LOSSES, CLAIMS, DEMANDS, DISPUTES, DAMAGES OR COSTS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND COSTS OF LITIGATION, RESULTING FROM OR IN ANY WAY CONNECTED WITH (A) POSTINGS OR OTHER CONTENT YOU SUBMIT OR THAT ARE SUBMITTED FROM YOUR ACCOUNT, (B) YOUR USE OF OR RELIANCE ON GRAYVYNE SERVICES, (C) YOUR CONNECTION TO OUR SITE, (D) YOUR VIOLATION OF THIS AGREEMENT, OR (E) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER PARTY, INCLUDING ANY OF OUR THIRD PARTY PARTNERS FROM WHOM YOU OBTAIN DATA.

Copyright Notices – Plain English version: It would be sweet if you didn’t use our logo and company marks without permission. Just ask nicely.

Images Plain English version: GrayVyne owns some images on the Site, and other images are licensed to GrayVyne. Please don’t copy images from our site because we can’t grant you permission to use all of them.

Images

Any images referenced, made accessible or made available to you on the Site or by means of the GrayVyne Services are protected by the copyright and trademark laws of the United States and other countries. Although you are permitted to locate and access the images through GrayVyne Services, you may need to obtain authorization of the owner of such materials before using them for any purpose other than viewing on the web. For authorizations to use an image, please contact the image owner as indicated on the source site, not GrayVyne. GrayVyne cannot give you authorization to use the copyrighted images. GrayVyne cannot guarantee that a search will not locate unintended or objectionable content and GrayVyne accepts no responsibility or liability for the content of any site included in any search results or otherwise linked to by the GrayVyne services, or for your use of such content.

Compliance with Laws – Plain English version: Don’t break the law, please (and thank you!).

Compliance with Laws

You agree to comply with all applicable laws regarding your use of our Site including, without limitation, all applicable laws (as well as associated licenses and approvals) regarding the transmission of technical data exported from the United States or the country in which you reside.

General – Plain English version: We’re almost finished! Keep going!

General

No agency, partnership, joint venture, or employment is created as a result of these Terms and Conditions and you do not have any authority to bind GrayVyne in any respect whatsoever. Any consent by a party to, or waiver of breach by the other, whether express or implied, will not constitute a consent to or waiver of or excuse for any other different or subsequent breach unless such waiver or consent is in writing and signed by the party claimed to have waived or consented. Except as otherwise provided herein, no term or provision will be deemed waived and no breach excused. These Terms and Conditions constitute the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. In the event that any one or more provisions contained in these Terms & Conditions are held to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability will not affect any other provisions of these Terms and Conditions and these Terms and Conditions will be construed as if such invalid, illegal or enforceable provision had never been contained herein.

Law Applicable to Interpretations and Disputes – Plain English version: GrayVyne is registered in the state of Minnesota, so we’ll need to use their court system. If you haven’t been to Minnesota before, it’s nice here all year round. If you’re coming to negotiate or settle a dispute, feel free to arrive in January or February. We like to do walk-and-talks outside with a nice breeze to help make the process more productive.

Law Applicable to Interpretations and Disputes

This Agreement and the relationship between you and GrayVyne are governed by the laws of the State of Minnesota without regard to its conflict of law provisions. You and GrayVyne agree to submit to the personal and exclusive jurisdiction of the Hennepin County, MN courts with regard to any disputes arising hereunder or related hereto. Prior to commencement of any legal proceeding arising hereunder, you agree to participate in a 60-day period of negotiation.

Severability of This Agreement – Plain English version: If one piece of the agreement is invalid, the rest of the agreement (with exception of that piece) is still valid.

Severability of This Agreement

If any provision of this Agreement is found by a court or other binding authority to be invalid, you agree that every attempt shall be made to give effect to the parties’ intentions as reflected in that provision, and the remaining provisions contained in this Agreement shall continue in full force and effect.

Limitation of Actions Brought Against GrayVyne – Plain English version: If you have a claim against GrayVyne, you have a year from the date of the claim or cause of action to be filed or forever hold your peace.

Limitation of Actions Brought Against GrayVyne

You agree that any claim or cause of action arising out of your use of our Site or this Agreement must be filed within one year after such claim or cause of action arose or it shall forever be barred, notwithstanding any statute of limitations or other law to the contrary. Within this period, any failure by GrayVyne to enforce or exercise any provision of this Agreement or related right shall not constitute a waiver of that right or provision.

Legal Notice to GrayVyne Must Be in Writing – Plain English version: If you have a legal notice, you must submit it in writing to the address listed above. No email, no text, no social media, no phone calls, and no smoke signals. Just send us a nice formal letter so we make sure to receive it properly. Please and thank you.

Legal Notice to GrayVyne Must Be in Writing

Communications made through email or GrayVyne’s website will not constitute legal notice to GrayVyne or any of its officers, employees, agents or representatives in any situation where notice to GrayVyne is required by contract or any law or regulation. Legal notice to GrayVyne must be in writing and served on GrayVyne’s legal agent listed below:

United States Corporation Agents, Inc.
18202 Minnetonka Boulevard
Deephaven, MN 55391

If you have any questions or concerns with respect to this Agreement or our Site, you may contact a representative of GrayVyne at our Contact Us page on http://www.grayvyne.com

Last updated on December 01, 2022