Terms of Use

Posted: September 2023

These Terms of Use (this “Agreement”) are entered into between Gierd Inc., a Delaware corporation (“Gierd”, “We”, or “Us”) and the entity identified during registration or on the Order Form (“Customer” or “You”). This Agreement governs Customer’s access and use of the Services (as defined below). By accessing or using the Services, you agree to be bound by this Agreement. If you disagree with any part of this Agreement, then you do not have permission to use the Services. This Agreement applies to all users who access and use our Service.

BY ACCESSING OR USING THE SERVICES YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT.

Access to the Services

License Grant

Gierd will make the Services available to Customer as a software as a service and grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services and Gierd Content during the Term solely for use in accordance with these terms and conditions.

Restrictions

Neither you nor any User will use the Services or Gierd Content in any manner or for any purpose other than as expressly permitted by this Agreement. Except as expressly authorized in this Agreement, Customer will not, and will ensure Users do not directly or indirectly:

  • Reverse engineer, disassemble, or decompile the Services or Gierd Content;
  • Modify, translate, copy, or create derivative works of a Service or any part, feature, function, or user interface thereof;
  • Make any Service or Gierd Content available to anyone other than Customer or its Users;
  • Sell, resell, license, sublicense, distribute, rent, or lease any Service or Gierd Content;
  • Attempt to gain unauthorized access to any Service or Gierd Content or its related systems or networks;
  • Use the Services to violate third-party rights or applicable laws.

Proprietary Rights; Feedback; Customer Data

Gierd Ownership

Gierd or its licensors own all right, title, and interest in and to the Services, Gierd Content, and all related technology and Intellectual Property Rights. Except for the limited license provided in Section 1.1, you obtain no other rights under the Agreement from Gierd, its Affiliates, or suppliers to the Services or Gierd Content.

Customer Ownership

Customer owns and reserves all right, title, and interest in and to the Customer Data and any Intellectual Property Rights therein.

Feedback

If Customer provides any Feedback to Gierd or its Affiliates, Gierd and its Affiliates will be entitled to use the Feedback without restriction. Customer hereby irrevocably assigns to Gierd all right, title, and interest in and to the Feedback.

Customer Data

Customer Data is and will remain the property of Customer. Customer grants Gierd the right to host and process Customer Data for providing and improving the Services and to support Customer under this Agreement.

Customer Obligations

Responsibility for Users

Customer is responsible for all activities conducted under all login credentials assigned to or created by Customer and its Users.

Corrective Action

If Customer becomes aware of any actual or threatened activity prohibited by Section 1.2, Customer shall cause its Users to promptly stop the activity or threatened activity and notify Gierd.

Fees

Fees for Services

Customer agrees to pay the fee (“Fees”) for Services as described in the applicable Order Form.

Payment

Payments are due net fifteen (15) days.

Overdue Charges

If any invoiced amount is not received by Gierd by the due date, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month or the maximum rate permitted by law.

Suspension of Service

If any amounts owed by Customer under this or any other agreement for services are 30 days or more overdue, Gierd may suspend Services until such amounts are paid in full.

Taxes

Gierd’s fees do not include any taxes, levies, duties, or similar governmental assessments of any nature. Customer is responsible for paying all Taxes associated with its purchases hereunder.

Term and Termination

Term

This Agreement shall commence on the earlier of your agreement to these terms or the Effective Date set forth in the initial Order Form and shall remain in effect for the period specified in the applicable Order Form unless earlier terminated in accordance with this Agreement.

Termination

Either Party may terminate this Agreement or an Order Form for cause if the other Party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other Party.

Effect of Termination

Upon termination or expiration of this Agreement, all your rights under this Agreement immediately terminate. Customer remains responsible for all fees and charges incurred through the Termination Date.

Confidential Information

Definition

“Confidential Information” means all information disclosed by a Party to the other Party 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.

Protection of Confidential Information

As between the Parties, each Party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information.

Indemnification

General

Customer will defend, indemnify, and hold harmless Gierd and its Affiliates from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to any claim concerning Customer’s use of the Services or Gierd Content.

Intellectual Property

Gierd will defend Customer from any Losses arising out of a Claim brought by a third party alleging that the Services or Gierd Content infringe or misappropriate that third party’s Intellectual Property Rights.

Limitation of Liability

Gierd and its Affiliates will not be liable to Customer for any indirect, incidental, special, consequential, or exemplary damages. Gierd and its Affiliates’ aggregate liability under this Agreement will not exceed the amount actually paid by Customer to Gierd under this Agreement for the Service that gave rise to the claim during the 12 months before the liability arose.

Miscellaneous

Assignment

Neither Party may assign any of its rights or obligations hereunder without the other Party’s prior written consent.

Entire Agreement

This Agreement, any Order Forms, and any Documentation we make available to you is the entire agreement between Gierd and Customer regarding Customer’s use of Services and Gierd Content.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of Washington without giving effect to conflict of laws provisions.

Force Majeure

Any failure or delay by Gierd in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement to the extent such failure or delay is due to circumstances beyond Gierd’s reasonable control.