Terms of Service
Last updated: March 19, 2018
THE FOLLOWING TERMS AND CONDITIONS (“TERMS” OR “AGREEMENT”) DESCRIBES THE TERMS ON WHICH GRAYLINE CAPITAL LLC (“WE”, “US”, or “GRAYLINE”) OFFERS YOU USE OF OUR WEBSITE AND ACCESS TO OUR SERVICES.
IMPORTANT – READ CAREFULLY. THESE TERMS ARE A LEGAL AGREEMENT BETWEEN YOU, THE LICENSED USER (EITHER AN INDIVIDUAL OR ORGANIZATION) (“YOU” OR “YOUR”) AND GRAYLINE, FOR USE OF OUR SERVICES INCLUDING OUR WEBSITE AND SUBSCRIPTION SERVICES (COLLECTIVELY, THE “SERVICES”). ONLY THE LICENSEE MAY ACCEPT THESE TERMS AND USE THE SERVICES.
BY ACCEPTING THESE TERMS OR USING THE SERVICES YOU, AS AN INDIVIDUAL AND IN YOUR PERSONAL CAPACITY, REPRESENT AND WARRANT TO US THAT YOU ARE EITHER (I) THE INDIVIDUAL LICENSED TO USE THE SERVICES, OR (II) A PERSON DULY AUTHORIZED TO ACT ON BEHALF OF THE ORGANIZATION THAT IS LICENSED TO USE THE SERVICES. IF THIS IS NOT THE CASE, YOUR USE OF THE SERVICES IS NOT AUTHORIZED AND YOU ARE PERSONALLY LIABLE FOR ANY DAMAGE INCURRED BY GRAYLINE.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES AND EXIT NOW.
Our Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our Services are not available to minors (persons under the age of 18) or to temporarily or indefinitely terminated Users. By becoming a User, You represent and warrant that You are at least 18 years old. By using the Services, You represent and warrant that You have the right, authority and capacity to enter into these Terms and to abide by the terms and conditions of this Agreement.
You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password provided by you for accessing the Service. You are solely and fully responsible for all activities that occur under your password or account. We have no control over the use of any user’s account and expressly disclaim any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, You will contact Us immediately.
When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. Accounts are for individuals only and sharing accounts with multiple people, including people at the same company is strictly forbidden and will result in losing the account without refund.
You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
By creating an Account on our service, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.
Our Service may allow you to post, store, share and otherwise make available certain information or other material such as profile information, comments, questions, or other content (“User Content”). You are responsible for the User Content that you post on or through the Service, including its legality, reliability, and appropriateness.
By posting User Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your User Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
You retain any and all of your rights to any User Content you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for User Content you or any third party posts on or through the Service. You are solely responsible for your User Content and your interactions with other people in the public.
However, by posting User Content using the Service you hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Grayline a royalty-free, sublicensable, transferable, perpetual, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Grayline’s (and its successors’ and affiliates’) business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your User Content through the Service, and to use, reproduce, modify, distribute, display and perform such User Content as permitted through the functionality of the Service and under this Agreement.
You further agree that your User Content and your interactions when using the Service shall not: (a) be false, inaccurate or misleading; (b) infringe any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (c) violate any law, statute, ordinance or regulation; (d) be defamatory, trade libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive or illegal material; (e) contain any offensive anatomical or sexual references, or offensive sexually suggestive or connotative language; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) create liability for us; and (j) link directly or indirectly to any other websites. We reserve the right, but we have no obligation, to reject or terminate Service to any user that does not comply with these prohibitions.
We have the right but not the obligation to monitor and edit all User Content provided by users.
We cannot verify or guarantee the accuracy of the information Users provide us or you using the Service. We do not control the information provided by other Users that is made available through our system. Therefore, We cannot and do not confirm each User’s purported identity. Please use caution and common sense when using the Services. By using the Service, You agree We are not responsible for the acts or omissions of Users.
Payment and Renewal
By selecting a product, service or subscription, you agree to pay Grayline the one-time and/or monthly or annual subscription fees indicated (additional payment terms may be included in other communications). Subscription payments will be charged on a pre-pay basis on the day you sign up for a service or publication and will cover the receipt of that service or publication for monthly or annual subscription period as indicated. Payments are not refundable.
Unless you notify Grayline before the end of the applicable subscription period that you want to cancel a subscription, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Subscriptions can be canceled at any time by submitting your request to Grayline in writing.
You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.
You agree that You will use the Services in a manner consistent with any and all applicable laws and regulations. We reserve the right, but are not obligated to investigate and terminate Your use or access to the Services if You have misused the Services, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. With respect to your use of the Service, you agree that you will not: (a) Impersonate any person or entity; (b) “Stalk” or otherwise harass any person; (c) Express or imply that any statements You make are endorsed by us, without our specific prior written consent; (d) use any robot, spider, site 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 its contents; (e) post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights; (f) remove any copyright, trademark or other proprietary rights notices contained in publications, newsletters, webpages, or with respect to the Service; (g) interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the site; (h) post, email or otherwise transmit 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; (i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service; (j) “frame” or “mirror” any part of the Service, without our prior written authorization or use meta tags or code or other devices containing any reference to us or the Service or the site in order to direct any person to any other web site for any purpose; (k) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the application or any software used on or for the Service or cause others to do so; (l) use the Services in connection with any commercial endeavors whatsoever without our express prior written consent, or (m) use the Service for collecting or harvesting any personally identifiable information, including account names, from the Service.
Content Posted on Other Websites
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which graylinegroup.com links, and that link to graylinegroup.com. Grayline does not have any control over those non-Grayline websites and webpages, and is not responsible for their contents or their use. By linking to a non-Grayline website or webpage, Grayline does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Grayline disclaims any responsibility for any harm resulting from your use of non-Grayline websites and webpage.
Copyright Complaints and Copyright Agent
We respect the intellectual property of others, and expect Users to do the same. If you believe, in good faith, that any materials provided by Users over the Services infringe upon your copyrights, please send the following information to our Copyright Agent at Grayline Capital, LLC at the address provided below:
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Service where the material you claim is infringed is located. Include enough information to allow Us to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- 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;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
The above information must be submitted to the following Copyright Agent:
Attn: Grayline Capital LLC / DMCA Notice
Address: P.O. Box 160314, Austin TX 78738
Telephone: (512) 537-7415
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Grayline and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Grayline’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Grayline has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Grayline may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
All materials, articles, publications, information and materials displayed or provided by us through the Services (“Content”) are the exclusive property of Grayline and protected by copyright and other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content (other than User Content), (i) except as authorized by the Grayline, or (ii) in a way that violates someone else’s rights. Use of the Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
You understand that Grayline owns the Website, Services, and all Grayline publications including in the Content including, without limitation, all software used in providing the Website and Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Services or Content.
Any and all improvements, enhancements, customizations, ideas, concepts, methods, processes, inventions, software, trade secrets, knowhow or product modifications related to or involving the Services including, without limitation, any resulting from or arising out of demonstrations, collaborative discussions or exchanges between you, any users and us, and any suggestions or feedback for improving the Website, Services or Content that may result regardless of the source, shall be the sole and exclusive property of Grayline. You agree to cooperate with us in ensuring we have full right, title and interest in and to all of the foregoing including, without limitation, executing any documents, instruments of transfer, acknowledgements or similar documents that may be necessary or desirable, in our reasonable judgment, to evidence our rights under this section.
This Agreement does not transfer from Grayline to you any Grayline or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Grayline. Grayline, graylinegroup.com, the graylinegroup.com logo, and all other trademarks, service marks, graphics and logos used in connection with graylinegroup.com, or the Website or Services are trademarks or registered trademarks of Grayline or Grayline’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Grayline or third-party trademarks.
If you wish to terminate this Agreement or your graylinegroup.com account (if you have one), you may terminate your account by providing us not less than thirty (30) days prior written notice. In the event of termination, no fees or subscription payments are or will be refunded or credited to you. If you cancel before the end of your billing cycle you have access to your account for the remainder of the billing cycle.
If you have a paid services account, such account can be terminated by Grayline for convenience at any time upon thirty (30) days prior written notice from Grayline’s to you. If you do not have a paid services account, Grayline may terminate at any time and for any reason. If Grayline terminates for convenience, you will have access to your paid account for the remainder of the billing cycle.
We may, however, without prior notice, change the Service; stop providing the Service or features of the Service, to you or to users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability if, in our sole determination, you breach or violate any provision of this Agreement. In the event that Grayline suspends or terminates your account or this Agreement for your breach or violation of this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Service, any content or data associated with your account, or for anything else.
Upon termination for any reason or no reason, you continue to be bound by this Agreement. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
No Professional Advice
If the Service provides professional information or opinion (for example, financial, legal or medical), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Service. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.
Limitation Of Liability
In no event shall Grayline, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. In no event shall Grayline’s aggregate liability arising out of or in connection with these Terms, the Website, any Content or the Services or any component thereof, or your use thereof exceed the total amount of fees paid to us hereunder with respect to the Services.
Limited Warranty; Disclaimer
THE WEBSITE, SERVICES AND CONTENT ARE ALL PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE PROVIDE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, WEBSITE, CONTENT, SOFTWARE, OR ANY OTHER MATERIAL FURNISHED TO YOU, OR ANY COMPONENT THEREOF, INCLUDING THE CONDITION, THE CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY ERROR OR OTHER LATENT OR PATENT DEFECT. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES (A) WILL FUNCTION UNINETRRUPTED, SECURE, OR ERROR FREE, (B) THAT ANY DEFECTS WILL BE CORRECTED, (C) THE WEBSITE OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR (D) THE RESULTS OF USING THE SERVICES, WEBSITE OR CONTENT. WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR USE OR PURPOSE AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE WITH RESPECT TO THE SOFTWARE.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
You agree to defend, indemnify and hold harmless Grayline and its licensee and licensors, and each of Grayline’s and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of (i) your use of and access to the Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any other information or content that is submitted via your account including without limitation misleading, false or inaccurate information; (vi) negligent or willful misconduct; or (vii) any other party’s access and use of the Service with your unique username, password or other appropriate security code.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least fifteen (15) days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
This Agreement constitutes the entire agreement between Grayline and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Grayline, or by the posting by Grayline of a revised version.
Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of the state of Texas, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Travis County, Texas. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Austin, Texas, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Grayline may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
In the event We pursue any claim or action to enforce the terms of these Terms, We shall be entitled to recover all costs incurred in connection with such claim or action including, without limitation, any and all court costs, witness fees, costs of investigation or enforcement, and attorney’s fees.
If you have any questions about these Terms, please contact us at: firstname.lastname@example.org.
For notices provided under these terms, please use our address at P.O. Box 160314, Austin, TX 78716, Attn: Chief Financial Officer.