Terms of Use

Welcome, from GRiZ LLC (“GRiZ,” “we,” and “us”). These GRiZ Terms of Use as updated from time to time (“GRiZ Terms”) govern use of the GRiZ website located at http://www.mynameisgriz.com and any successor or additional related Internet location and all services, software, specifications, and other content, information, and materials made available by or for GRiZ in connection with such use (the “Service”). You accept these GRiZ Terms through your use of the Services or by continuing to use Service after being notified of a change to these GRiZ Terms. In some cases, we may ask you to affirmatively confirm your agreement to these GRiZ Terms.

WHEN YOU ACCEPT THESE GRiZ TERMS, YOU AGREE TO THEM ON YOUR INDIVIDUAL BEHALF. YOU REPRESENT AND WARRANT THAT YOU (A) HAVE READ AND UNDERSTAND THESE GRiZ TERMS, (B) ARE OF A LEGAL AGE TO ENTER INTO A BINDING AGREEMENT, AND (C) ARE AUTHORIZED BY PARTNER TO AGREE TO THESE GRiZ TERMS ON ITS BEHALF. REFERENCES HEREIN TO “YOU” SHALL MEAN “YOU AND/OR PARTNER.”

ONLY USERS AUTHORIZED BY GRiZ (“PERMITTED USERS”) MAY USE THE SERVICE OR A PART THEREOF (INCLUDING ANY ASSOCIATED CONTENT OR SOFTWARE). ANY USE OF THE SERVICE OTHER THAN BY A PERMITTED USER IN ACCORDANCE WITH THESE TERMS IS STRICTLY PROHIBITED.

Please note that any failure to abide by these GRiZ Terms is grounds for immediate suspension or termination of access to the Service and may give rise to other legal rights and remedies.

1.     Revisions to GRiZ Terms; Revisions to Service

GRiZ may revise these GRiZ Terms from time to time upon reasonable notice posted through the Service. You may be required to agree to revised GRiZ Terms as a condition of continued use of a particular function or any aspect of the Service, and in any event your continued use of the Service after the effective date of any revised GRiZ Terms shall confirm your agreement to be bound by such GRiZ Terms.

We reserve the right to reconfigure or discontinue features or functionality or any other aspect of the Service at any time, with or without notice, for any reason or no reason at all, with no liability to GRiZ. In addition, we reserve the right to begin charging fees or to change any fees, as applicable, for use of the Service or any particular function.

2.     Registration

Registration may be required to access certain aspects of the Service, and we have established and may from time to time change requirements and conditions for such access in our sole discretion. We reserve the right to refuse access to some or all of the Service to a given individual user in our sole discretion.

Permitted Users will receive a username and password from us. We reserve the right to require or issue a replacement username for any reason in our sole discretion, including if we believe the username is offensive, has become a security risk, or may cause confusion.

You are responsible for the confidentiality and security of your username and password. You agree not to permit any other person to use your username or password to gain access to the Service, and you agree that you are responsible for any and all activities (including transactions, if applicable) conducted using your username and password. If you believe that the confidentiality of your password has been compromised, you must immediately notify us (through the Service or using the contact information below) and if possible you should immediately change your password.

If you are granted access to use the Service, you must (a) provide accurate, current and complete information as prompted by our registration form; (b) provide a valid email address; and (c) maintain and update your email address and other registration information using the user profile or other account maintenance features in the Service to ensure that such information remains accurate, current, and complete.

3.     GRiZ Content

You may be authorized to access certain functionality and related materials made available as part of the Service. All functionality and associated materials, as well as other text, graphics, images, audio and video, software, databases (including their content, layout, functions, features, code, and appearance), and other information or content provided or made available by GRiZ in connection with the Service (all of the foregoing, “GRiZ Content”) are included in the term “Service” as used herein. GRiZ Content does not include User-Submitted Content (defined below) or any content accessed on any third-party website, even if that website is linked to or from GRiZ or another GRiZ website or application.

As may be further set forth in other documentation accompanying the Service or certain GRiZ Content (“Documentation”), any permitted reproduction or use of GRiZ Content shall include attribution to GRiZ as the source and additionally shall contain all GRiZ or third-party trademark, copyright, and other proprietary notices or legends found on the original.

Certain functionality and other GRiZ Content are licensed from or provided by third parties that are not affiliated with GRiZ and may not be used unless you agree to the applicable third-party license or other terms (“Third-Party Terms”). You agree to comply with such Third-Party Terms as a condition of such use.

Note that GRiZ and its licensors and providers do not make any representations or warranties regarding the accuracy, completeness, functionality, or availability of the Service (including GRiZ Content) or any User-Submitted Content, and GRiZ reserves the right to change or update the Service (including GRiZ Content) at any time without notice.

GRiZ and its licensors and providers have no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any GRiZ Content (“Updates”). If GRiZ does elect, in its sole discretion, to provide any Updates, these GRiZ Terms and any applicable Third-Party Terms will govern such Updates.

4.     GRiZ Intellectual Property

As between you and GRiZ, and subject to any applicable third-party licenses, GRiZ owns all right, title, and interest in and to the Service including the GRiZ Content, and GRiZ owns all applicable U.S., foreign, and international copyrights and other intellectual property rights in and to the Service including such GRiZ Content, as well as all trademarks, trade secrets, trade dress, copyrights, patent rights, and other intellectual property included or utilized in the Service and all modifications and enhancements thereto (“GRiZ Intellectual Property”). You do not acquire any ownership rights in any GRiZ Content or other GRiZ Intellectual Property under these GRiZ Terms, or otherwise in connection with your use of the Service. All rights not expressly granted to you herein are expressly reserved.

The trademarks, service marks, logos, slogans, trade names, trade dress, and domain names used on GRiZ or by us in connection with the Service are proprietary to GRiZ or its licensors or providers. Unauthorized use of any trademark of GRiZ or its licensors or providers may be a violation of applicable trademark laws. Any third-party names or trademarks referenced in GRiZ or the GRiZ Content do not constitute or imply affiliation, endorsement, sponsorship, or recommendation by GRiZ of the third parties, or by the third parties of GRiZ.

5.      Limited License

GRiZ Content and other aspects of the Service may only be used by a Permitted User in keeping with these GRiZ Terms and the applicable Documentation for purposes expressly permitted as to such Permitted User under an applicable license set forth herein (“Permitted Use”).

If you are a Permitted User and agree to these GRiZ Terms, you are hereby granted a limited, non-exclusive, non-sublicensable, revocable, non-transferable right solely for the internal business purposes of Partner (and not for redistribution) to (i) use the aspects of the Service that we authorize you to access, and (ii) download, install on a single computing device, and subsequently execute a single copy of the mobile application associated with the Service that we authorize you to access, , unless otherwise expressly set forth in applicable  Third-Party Terms. The foregoing license rights are subject to compliance with any associated Documentation and all applicable terms,  these GRiZ Terms, and Third-Party Terms, until such time as your license expires pursuant to such applicable terms, or, in the event that the applicable terms do not address expiration, until such time as GRiZ terminates the license or ceases to offer the Service in GRiZ’s sole discretion.

Any and all authorizations by us shall only be in writing. Authorization to use a given function as part of the Service includes authorization to use (subject to license restrictions and other terms set forth herein) any GRiZ data that such function is designed to process from GRiZ’s systems, but only to the extent that the processing of such data is specifically described in the corresponding Documentation. We may limit the number or location of Permitted Users that may access and use a given aspect of the Service, and we may also include additional limitations on access and use, such as regions, selected features and functionality, and specific purposes for which the Service may or must not be used. A Permitted User may access and use the Service only to the extent authorized by us and permissible under these GRiZ Terms.

You may not use a GRiZ logo or other proprietary graphic or trademark of GRiZ, or any term, mark, design, or logo that is likely to cause confusion with any GRiZ trademark, other than as expressly permitted herein and under the applicable Documentation, or as may otherwise expressly permitted by GRiZ in writing. All permitted usage of any GRiZ trademark inures to the benefit of GRiZ.

6.     Acceptable Use

You may not use the Service, or any component thereof, in violation of applicable laws or regulations. Furthermore, in connection with any use of the Service, you agree not to:

·      “frame” or “mirror” any component of the Service without our prior written authorization;

·      link to any page of or content on the Service;

·      use any robot, spider, website search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Service or any GRiZ Content;

·      remove or modify any copyright, trademark, or other proprietary mark or notice from any GRiZ Content;

·      decompile, reverse-engineer, disassemble, or otherwise reduce executable or “object code” software included in the Service to a human-perceivable form;

·      restrict or inhibit any other or individual user from using the Service;

·      use the Service for any unlawful purpose;

·      express or imply that any statements you make are endorsed or approved by us, without our prior written consent;

·      use any aspect of the Service to post, store, or transmit (a) any content or information that, in our sole judgment, is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene, or otherwise objectionable, or that we believe infringes our or any third party’s intellectual property or other rights; (b) any material, non-public information about GRiZ without written authorization from GRiZ to do so; (c) any trade secret or other confidential or proprietary information of any third party; (d) any executable software code or scripts; or (e) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication (except for such lawful transmissions as may be expressly permitted by us in advance in writing).

·      engage in “spamming” or “flooding”;

·      transmit any software or other materials that contain any viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature; or harvest or otherwise collect information about other users of the Service without authorization to do so.

7.     Confidentiality

In the course of their relationship, GRiZ may provide its Confidential Information to you. “Confidential Information” shall include all information, whether written or unwritten, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential: the Service (including GRiZ Intellectual Property and GRiZ Content), Documentation, all pricing information, data, information, reports, communications, materials, deliverables, works, designs, computer programs, source code, object code, procedures, supporting documentation, and know how relating to GRiZ’s products and services and business operations, technical documentation and specifications as may be embodied, without limitation, in specifications, design sheets, engineering data, software, object code, source code, procedure codes, file layouts, flow charts, source listings, ideas, concepts, systems, designs, programs, structures, logic flows, file contents and algorithms, manuals, and supporting documentation, and all derivative works based on the same (whether or not patentable or copyrightable).

Confidential Information does not include: (a) information already known to you prior to disclosure by GRiZ; (b) information that is or becomes generally known to the public, other than as a result of misappropriation or breach of confidentiality; (c) information that is learned from a third party holding the same lawfully and not under an obligation of confidentiality; (d) information that is independently developed, without any direct or indirect reliance, reference to, or benefit from GRiZ’s Confidential Information; and (e) information that is required by valid subpoena or other applicable law to be disclosed, but only to the extent of such requirement and only in the event that, whenever possible, GRiZ has been notified in advance of such requirement.

During the term of these GRiZ Terms and for a period of three (3) years from the expiration or termination of these GRiZ Terms, you agree to safeguard GRiZ’s Confidential Information against unauthorized use or disclosure with measures at least as stringent as those you employ to safeguard your own most proprietary and confidential information, and in no event with less than reasonable means. You acknowledge that GRiZ’s Confidential Information constitutes its valuable proprietary information and trade secrets. GRiZ is providing you with copies of our Confidential Information hereunder, in reliance upon your foregoing promise of confidentiality as provided for herein. You shall reasonably cooperate with and assist GRiZ in identifying and preventing any unauthorized use, copying, or disclosure of GRiZ’s Confidential Information. Without limiting the foregoing, you will advise GRiZ immediately in the event you learn or have reason to believe of any actual or reasonably suspected breach of the security of GRiZ’s Confidential Information or that any person or entity has violated or intends to violate the confidentiality of GRiZ’s Confidential Information.

You shall not use, disclose, make, or have made any copies of GRiZ’s Confidential Information in whole or in part, except as necessary to perform your obligations under these GRiZ Terms, without the prior express written authorization of GRiZI. You may disclose GRiZ’s Confidential Information, including necessary copies thereof, to those of your employees, contractors, representatives, or agents only to the extent necessary for you to perform your duties and authorized activities under these GRiZ Terms and only when such employees, contractors, representatives, and agents have agreed to treat and protect such Confidential Information as confidential. Before granting access to GRiZ’s Confidential Information, you must ensure that employees, contractors, representatives, or agents agree to abide by the protective measures in these GRiZ Terms (or other applicable measures that are at least as protective of GRiZ’s Confidential Information). You shall be responsible for the acts and omissions of your employees, contractors, representatives, or agents with respect to GRiZ’s Confidential Information as though such acts or omissions were yours.

You agree that any violation of the provisions of Section 7 will immediately give rise to continuing irreparable injury to GRiZ that is not adequately compensable in damages at law, and GRiZ shall be entitled to immediately seek equitable relief to protect its interests herein, including, but not limited to, injunctive relief, in addition to any other legal remedies which may be available, and GRiZ shall be entitled to recover reasonable costs, including but not limited to, reasonable attorneys’ fees, expert witness fees, and court costs associated therewith.

8.     User-Submitted Content

The Service may permit the uploading, posting, storage, of transmittal of contact information, audio clips, images, videos, comments, suggestions, questions, messages, tags, graphics, photographs, or other content or information submitted by you or other Permitted Users (“User-Submitted Content”). Please see GRiZ’s Privacy Policy for information concerning GRiZ’s handling of any Personal Data included in the User-Submitted Content.

Except as provided by GRiZ’s Privacy Policy, where applicable, and applicable law, GRiZ shall have no responsibility and will not be liable for any User-Submitted Content or access thereto, and GRiZ shall not be responsible for any loss, unavailability, inaccuracy, or corruption of any User-Submitted Content. You agree to provide User-Submitted Content only in accordance with applicable law, and you represent that you have obtained all necessary rights and consents for the publication, use, storage, and transmittal of such User-Submitted Content in accordance with these GRiZ Terms.

With respect to any User-Submitted Content submitted by you and, as to any Personal Data, except as otherwise provided in GRiZ’s Privacy Policy, you hereby grant to GRiZ the right and a perpetual, worldwide, royalty-free, transferrable, and sublicensable license (i) to post, store, use, distribute, sell, or share such User-Submitted Content for any lawful business purpose and to transmit such User-Submitted Content to you and others in connection with the Service and any lawful business purpose; (ii) to modify and create derivative works from the User-Submitted Content (which shall be GRiZ Content); (iii) to review such User-Submitted Content for any lawful business purpose, including to investigate or address any issue or complaint concerning such User-Submitted Content or any aspect of the Service; and (iv) to process such User-Submitted Content to create aggregate, de-identified data (which shall be GRiZ Content).

GRiZ reserves the right to refuse to post or transmit or to remove any User-Submitted Content in whole or in part in GRiZ’s sole discretion, including if GRiZ believes such User-Submitted Content has been uploaded in violation of these GRiZ Terms or if GRiZ believes such User-Submitted Content constitutes a threat to the operation or security of the Service or to the rights and interests of GRiZ, its customers, or Permitted Users.

Where applicable, GRiZ will process notifications of claimed infringement regarding User-Submitted Content and any other information posted on the Service, under the Digital Millennium Copyright Act (“DMCA,” found at 17 U.S.C. § 512). Additional information concerning DMCA copyright notifications is set forth in Section 15 (DMCA Copyright Notifications) below.

9.     Participant Interactions

You may sign up to participate in the Liberators program or GPals program and when you do, the Service will provide your contact information to other participants of the programs so that you may interact and communicate with each other (“Participant Interactions”). GRiZ shall not be responsible and will not be liable for any Participant Interactions, including any information, communications, acts, or omissions that participants of the Liberator or GPals programs, even if they are connected with GRiZ or the Service.  By participating in the Liberators or GPals program, you assume all risk in connection with them. For example, GRiZ is not responsible for any harassing, threatening, embarrassing, obscene, or criminal behavior of any participant or otherwise in connection with the Liberators or GPals program. You agree that your Participant Interactions are in accordance with applicable law.

10.  Consent to Communications and Monitoring/Recording of Voice Calls and Text Messages Made Through the Service

By providing us with your contact information and using the Service, you agree to receive communications, including via e-mail and phone calls (including text messages and calls made using an autodialer or prerecorded voice message) from or on behalf of GRiZ at the email address or telephone number you provided even if that number is on a National or State Do Not Call List. These calls and messages may be for informational purposes, such as to provide you with the information you requested. Standard text messaging and telephone minute charges applied by your cell phone carrier will apply.

GRiZ and its services providers on its behalf may, without further notice or warning and in our discretion, monitor and/or record video and voice calls and text message-based communications for our business purposes, such as quality assurance and training purposes and to protect our rights and the rights of others, and you hereby consent to such monitoring and recording.

IF YOU WISH TO OPT OUT OF MARKETING EMAILS FROM US, YOU CAN UNSUBSCRIBE BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. IF YOU WISH TO OPT OUT OF SMS and MMS TEXTS FROM US, YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. You understand and agree that you may continue to receive communications while GRiZ processes your opt-out request, and you may also receive a communication confirming the receipt of your opt-out request.

11.  Disclaimers

Although GRiZ will endeavor to offer near-continuous access to the Service, including to GRiZ Content, such access is neither certain nor guaranteed, and GRiZ shall not be liable for any damages or other adverse consequences arising as a result of the unavailability of the Service (including any GRiZ Content) for any period of time.

Use of the GRiZ and the Service (including any GRiZ Content) and participation in Participant Interactions is at your sole risk. The Service is provided “AS IS” and without express or implied warranties of any kind. Neither GRiZ nor its licensors or providers make any warranty or representation regarding the accuracy or completeness of any GRiZ Content, Participant Interactions, or the User-Submitted Content or that the GRiZ Content, User-Submitted Content, Participant Interactions, or other aspect of the Service is error-free, current, complete, will meet your requirements, will be available at any particular time or location, or is compatible with any particular device, software, or platform. Furthermore, GRiZI and its licensors and providers do not warrant or represent that defects will be corrected, or that the Service, the servers on which the Service is hosted, or the Service (including any GRiZ Content), Participant Interactions, or the User-Submitted Content are free of viruses or other malware or harmful components. You assume all responsibility and risk for use of the Service (including any GRiZ Content) and participation in Participant Interactions and your reliance thereon.

GRiZ and its licensors and providers disclaim all warranties, including without limitation any implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose, and any warranties arising from course of dealing, course of performance or usage of trade. Note that applicable law may not permit the exclusion of implied warranties, so some or all of the above exclusions may not apply to you.

GRiZ makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of third-party websites accessible by hyperlink from the Service, Participant Interactions, or sites linking to the Service. Such websites are not under our control. Links to such websites are provided only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by GRiZ of any third-party website or any information contained therein. When leaving the Service via a link or otherwise, you should remember that these GRiZ Terms no longer apply, and, therefore, you should separately review and consider the applicable terms and policies, including privacy and data gathering practices, of any third-party website to which you navigate or to which you are directed via a link.

12.  Indemnity

You agree to indemnify, defend and hold GRiZ and its licensors and providers, and our and their officers, directors, employees, contractors, consultants, agents, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys’ fees), and other expenses that arise directly or indirectly out of or from (a) your breach of these GRiZ Terms (including failure to abide by the terms of Section 6 (Acceptable Use)); (b) your use of any aspect of the Service; (c) any User-Submitted Content or Participant Interactions provided or modified by you, including any allegation that such User-Submitted Content or Participant Interactions infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (d) any gross negligence, willful misconduct, fraud, or violation of law by you or others that you permit to use any aspect of the Service.

 13.  Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER GRiZ NOR ANY OF OUR LICENSORS OR PROVIDERS, NOR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE (INCLUDING ANY GRiZ CONTENT), PARTICIPANT INTERACTIONS, OR ANY USER-SUBMITTED CONTENT, EVEN IF GRiZ OR ITS LICENSOR OR PROVIDER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

MOREOVER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE AMOUNT THAT GRiZ OR ANY OF OUR LICENSORS OR PROVIDERS, OR OUR OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES MAY BE LIABLE TO YOU FOR UNDER ANY THEORY OR CAUSE OF ACTION ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE (INCLUDING ANY GRiZ CONTENT), PARTICIPANT INTERACTIONS, OR ANY USER-SUBMITTED CONTENT WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE ONE HUNDRED U.S. DOLLARS ($100).

THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY RESULTING, LIMITED REMEDY.

NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT, OR LIABILITY IN A MANNER THAT IS NOT PERMISSIBLE UNDER APPLICABLE LAW. IN SOME CIRCUMSTANCES, SOME JURISDICTIONS MAY NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT, OR BREACH OF IMPLIED TERMS. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS WHICH ARE LAWFUL IN THE APPLICABLE JURISDICTION AS TO YOUR USE OF THE SERVICE WILL APPLY TO SUCH USE. WITH RESPECT TO ANY LIMITATIONS WHICH ARE NOT LAWFUL AS STATED, GRiZ’S AND ITS SUPPLIERS’ AND PROVIDERS’ LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14.  Termination

These GRiZ Terms shall remain effective until terminated in accordance with its terms. We reserve the right to immediately terminate these GRiZ Terms and/or your access to and use of the Service (including any GRiZ Content), Participant Interactions, or any User-Submitted Content or any portion thereof, at any time and for any reason. In addition, we may terminate these GRiZ Terms at any time for cause if you fail to comply with any provision of these GRiZ Terms, in which case all rights granted to you by these GRiZ Terms will terminate, and you will lose any status as a Permitted User.

Upon termination, you shall no longer have any license under these GRiZ Terms, and you must immediately (i) cease use of the Service (including all GRiZ Content), (ii) uninstall and delete all installed portion of the Service from any system used by you, (iii) delete all GRiZ Content and any User-Submitted Content provided by others that is in your possession or control, and (iv) provide a written certification to GRiZ confirming that all such cessation of use, uninstallation, and deletion has occurred as required.

All provisions or obligations contained in these GRiZ Terms which by their nature or effect are required or intended to be observed, kept, or performed after termination (including without limitation Sections 3 (GRiZ Content), 4 (GRiZ Intellectual Property), 8 (User-Submitted Content), 9 (Participant Interactions), 10 (Consent to Communications and Monitoring/Recording of Voice Calls and Text Messages Made Through the Service), 11 (Disclaimers), 12 (Indemnity), 13 (Limitations of Liability), 14 (Termination), 15 (DMCA Copyright Notifications), 16 (Applicable Law and Jurisdiction), and 17 (Miscellaneous) of these GRiZ Terms shall survive any termination of your rights under these GRiZ Terms.

15.  DMCA Copyright Notifications

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law.

If you believe in good faith that materials hosted by GRiZ infringe your copyright, you (or your agent) may send us a written notice of claimed infringement. The notice must include the following information:

1.     sufficient details to identify the copyrighted work(s) that you believe has been infringed upon;

2.     a description of where the material that you claim is infringing is located on the Service (for example, by providing URL(s));

3.     information reasonably sufficient to permit GRiZ to contact you, such as your address, telephone number, and, if available, an electronic mail address at which you may be contacted;

4.     a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

5.     a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the owner of or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and

6.     your signature.

GRiZ will process your notification in compliance with the applicable provisions of the DMCA. GRiZ’s designated agent to receive notifications of claimed infringement under the DMCA is:

GRiZ LLC

c/o Red Light Management

455 2nd Street SE

Suite 500

Charlottesville, VA 22902

16.  Applicable Law and Jurisdiction

The laws of New York in the United States, excluding its conflicts of law rules, shall govern these GRiZ Terms and you hereby irrevocably agree that all claims or disputes arising out of or in connection with these GRiZ Terms or your use of the Service (including any GRiZ Content) or any User-Submitted Content shall be heard exclusively by any of the district or federal courts of competent jurisdiction located in New York, and you waive any objection to personal jurisdiction or the propriety or convenience of venue in such courts.

17.  Miscellaneous

If you wish to contact us concerning any aspect of the Service (including any GRiZ Content), Participant Interactions, or any User-Submitted Content, please notify us by submitting an inquiry once logged into the Service. If you are unable to access the Service, notify GRiZ via email at griz@redlightmanagement.com and include a description of your concern (including any applicable URLs or technical details).

These GRiZ Terms are the complete and exclusive statement of the agreement with respect to the subject matter hereof and supersede all other communications or representations or agreements (whether oral, written, or otherwise) relating thereto. The failure of GRiZ to require performance of any provision of these GRiZ Terms in no manner shall affect its right at a later time to enforce the same. No waiver by GRiZ of any breach of these GRiZ Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any other such breach, or a waiver of any other breach of these GRiZ Terms.

If any provision of these GRiZ Terms shall to any extent be held invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions of these GRiZ Terms shall in no way be affected or impaired thereby and each such provision of these GRiZ Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these GRiZ Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality, or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein. The section headings in these GRiZ Terms are for convenience only and shall have no legal or contractual effect.

Effective Date: 4/12/19