groas and the Customer are each referred to herein as a "Party" and collectively as the "Parties." By signing this Agreement, the Customer represents and warrants that all information provided is true, complete, and accurate.
WHEREAS, groas provides a platform that allows customers to manage and optimize advertising campaigns & landing pages (the "Services"); and
WHEREAS, Customer desires to access and use the Services provided by groas under the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
During the term of this Agreement, groas shall provide Customer with access to and use of groas's online platform and related services (collectively, the "Services") in accordance with the terms of this Agreement. Subject to the terms and conditions herein, groas will make the Services available to Customer and may provide ongoing updates, enhancements, and support for the Services in its discretion.
Subject to Customer's compliance with this Agreement and payment of all applicable fees, groas grants Customer a limited, non-exclusive, non-transferable right and license during the term of this Agreement to access and use the Services, solely for Customer's internal business purposes in managing Customer's own Campaigns. All rights not expressly granted to Customer are reserved by groas and its licensors. Customer's access is for authorized users within Customer's organization, and Customer shall be responsible for any use of the Services by its employees, agents, and contractors in accordance with this Agreement.
groas will use commercially reasonable efforts to maintain the availability of the Services. Customer acknowledges that groas may from time to time schedule routine maintenance or updates for the Services, which may temporarily limit availability. groas will endeavor to schedule maintenance outside of peak usage hours when feasible. Customer also understands that internet or network outages, or other events beyond groas's reasonable control, may occur and result in temporary service interruptions. groas shall not be liable for any unavailability caused by a Force Majeure event (as defined in Section 13) or other circumstances as set forth in this Agreement.
groas shall provide Customer with reasonable technical support for the Services. Customer may contact groas through the designated support channels (such as email or a support portal) to report issues or seek assistance. groas will use reasonable efforts to address support requests in a timely manner. groas may also, at its discretion, provide updates or enhancements to the Services as part of its ongoing improvement efforts.
Customer is responsible for its own use of the Services and agrees to the following obligations and limitations:
Customer's failure to abide by the above requirements shall constitute a material breach of this Agreement. groas reserves the right to suspend or terminate Customer's access to the Services, in accordance with this Agreement, if Customer violates the foregoing obligations or any other terms of this Agreement.
Customer agrees that the fees for the Services are set forth in the attached Pricing Schedule, which is incorporated into this Agreement by reference. By signing this Agreement, Customer acknowledges that the Pricing Schedule forms an integral part of this Agreement and accepts the fee structure and billing terms specified therein. groas reserves the right to modify the Pricing Schedule (including fee percentages and billing intervals) by providing at least one (1) week's written notice via email. Continued use of the Services after such notice shall be deemed acceptance of the modified Pricing Schedule. No fees will be charged until the Pricing Schedule has been provided to Customer, and Customer's execution of this Agreement signifies acceptance of those fee terms. If Customer does not agree to the modified pricing terms, groas may immediately terminate this Agreement and disable Customer's access to the Services without further notice.
groas will bill Customer for the Services according to the billing interval and rates set forth in the Pricing Schedule. Depending on the agreed terms, billing may occur in advance or in arrears of each service period. groas may invoice Customer electronically (e.g., via email or an online billing portal) for each billing cycle. Each invoice will detail the charges due for that period. Unless otherwise specified in the Pricing Schedule, payment for each invoice is due upon Customer's receipt of the invoice. If the Pricing Schedule specifies a payment due date or a specific payment period (for example, "Net 15 days"), Customer shall pay the invoiced amounts in full by that due date. Customer is responsible for providing and maintaining accurate billing contact information and a valid payment method with groas. Customer authorizes groas to charge Customer's provided payment method for the Fees in accordance with the billing interval specified in the Pricing Schedule (e.g., monthly automatic charges, if so specified).
All Fees are stated exclusive of any taxes, levies, or duties. Customer is solely responsible for any sales, use, value-added, goods and services tax (GST), withholding, or similar taxes or duties (collectively, "Taxes") applicable to the transactions under this Agreement (except for taxes based on groas's net income). If groas is required to collect any Taxes from Customer, groas will itemize such Taxes on the invoice or billing statement, and Customer shall pay them. Customer shall not deduct or withhold any Taxes from the amounts due to groas, except as required by law. If any deduction or withholding is required by law, Customer shall notify groas and shall pay such additional amounts to ensure that groas receives the full amount of Fees invoiced, as if no such deduction or withholding were made. Customer shall provide groas with official receipts or other documentation to evidence payment of any Taxes that are withheld.
Time is of the essence for all payments. If Customer fails to pay any undisputed Fees by the due date, those overdue amounts will accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by law, whichever is higher), with interest commencing immediately on the day after the due date with no grace period. In addition, Customer shall be responsible for all costs of collection incurred by groas, including reasonable attorneys' fees, court costs, and any fees charged by third-party collection agencies.
If any invoiced amount remains unpaid beyond its due date, groas reserves the right to suspend Customer's access to the Services until such amount (and any accrued interest) is paid in full. groas will endeavor to provide notice (which may be by email) to Customer prior to any suspension of service for non-payment. Suspension of the Services shall not discharge Customer from its obligation to pay all amounts due under this Agreement.
If Customer fails to pay any Fees within three (3) business days after the due date, such non-payment shall constitute a material breach of this Agreement. In such event, groas may, in its discretion, immediately terminate this Agreement and Customer's access to the Services without further notice. Customer acknowledges that groas is not required to provide any grace period beyond the due date, and that termination for non-payment will be effected promptly after the third business day following a missed payment if payment is not received.
As between the Parties, all right, title, and interest in and to the Services and all intellectual property and proprietary rights therein are and shall remain the exclusive property of groas. This includes, without limitation, all software, code, algorithms, formulas, methodologies, techniques, designs, user interfaces, know-how, trademarks, service marks, trade names, logos, and other materials provided or used by groas as part of delivering the Services (collectively, "groas IP"). Customer acknowledges that it is obtaining only a limited right to use the Services under this Agreement and that no ownership rights are being conveyed to Customer. groas's name, logo, and product names are trademarks of groas, and no right or license is granted to Customer to use them, except as necessary for Customer's permitted use of the Services or with groas's prior written consent.
As between the Parties, Customer retains all rights, title, and interest in and to all Customer Data (as defined in Section 2) and any other materials or information that Customer uploads or provides in the course of using the Services. groas does not claim ownership of Customer Data. Customer grants to groas a non-exclusive, worldwide, royalty-free license to host, use, process, transmit, and display Customer Data only as necessary to provide the Services to Customer and to fulfill groas's obligations under this Agreement. Customer also agrees that groas may use Customer Data in an aggregated and anonymized form, stripped of any personal data and of identifiers of Customer, for purposes of analytics, improving the Services, and other legitimate business purposes, in accordance with Section 6 (Data Privacy and Retention). Except for the limited license granted herein, groas acquires no right, title, or interest in any of Customer's Data under this Agreement.
Except for the express licenses granted to Customer in this Agreement, no other rights or licenses (whether by implication, estoppel, exhaustion or otherwise) are granted or conferred by groas. groas reserves all rights not expressly granted in this Agreement. Customer shall not (and shall not allow any third party to) modify, create derivative works of, translate, or otherwise exploit the Services or groas IP. Customer shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices that appear on the Services or any reports or materials provided by groas.
Customer shall not (and shall not permit any third party to) reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation, or data related to the Services. This prohibition on reverse engineering includes, without limitation, any attempt to analyze or replicate the functionality of the Services using automated tools or techniques (including the use of AI or machine learning technologies). Any information obtained by Customer through any legally permitted reverse engineering activities shall be deemed groas's Confidential Information and subject to the confidentiality obligations of this Agreement.
Customer may, at its option, provide groas with suggestions, ideas, enhancement requests, recommendations or other feedback regarding the Services ("Feedback"). Customer agrees that any Feedback is provided voluntarily and without restriction, and that groas shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback as it sees fit, without obligation or compensation to Customer. To the extent any intellectual property rights in the Feedback do not automatically vest in groas, Customer hereby grants groas a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use and incorporate any Feedback into groas's products and services.
All modifications, enhancements, derivative works, or improvements to the Services, including but not limited to any work product, reports, or outputs generated by the Services or through Customer's use of the Services—including those developed using AI, machine learning, or other automated processes—shall be the exclusive property of groas. Customer hereby assigns all right, title, and interest in and to any such derivative works to groas, and agrees that groas may use, modify, and commercialize such derivative works without further compensation to Customer.
"Confidential Information" means any non-public or proprietary information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether disclosed orally, in writing, or by inspection of tangible objects, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the context of disclosure. Without limiting the foregoing: (a) groas's Confidential Information includes, but is not limited to, the Services (including any software and algorithms used in the Services), all documentation, pricing information, product roadmaps, business and marketing plans, financial information, customer lists, trade secrets, and any performance results or security assessments relating to the Services; and (b) Customer's Confidential Information includes, but is not limited to, Customer Data and any business plans, marketing strategies, financial information, or proprietary information relating to Customer's operations or those of its clients that is disclosed to groas. The terms and conditions of this Agreement (including all Pricing Schedule terms) shall also be deemed Confidential Information of both Parties.
Confidential Information does not include information that the Receiving Party can demonstrate:
The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement, and shall not use the Disclosing Party's Confidential Information for any other purpose or for its own benefit or the benefit of any third party. The Receiving Party shall not disclose or make available the Disclosing Party's Confidential Information to any third party, except to those employees, agents, contractors, or advisors of the Receiving Party who need to know such information for the purpose of this Agreement and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party shall safeguard the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure using at least the same degree of care that the Receiving Party uses to protect its own confidential or proprietary information of a similar nature, and in no event less than reasonable care.
If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall (to the extent legally permitted) promptly notify the Disclosing Party in writing of the required disclosure so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party will cooperate with any such efforts by the Disclosing Party at the Disclosing Party's expense. If disclosure is still required, the Receiving Party will only disclose the portion of Confidential Information that it is legally required to disclose and will use commercially reasonable efforts to ensure that any Confidential Information so disclosed will be accorded confidential treatment.
Upon the Disclosing Party's written request or upon termination of this Agreement (whichever occurs first), the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party's option, destroy all materials in any medium that contain, reflect, or are derived from the Disclosing Party's Confidential Information, and certify in writing that it has done so. Notwithstanding the foregoing, the Receiving Party may retain one archival copy of the Disclosing Party's Confidential Information solely for legal or compliance purposes, provided that such Confidential Information shall remain subject to the confidentiality obligations of this Agreement for as long as it is retained.
Without limiting the generality of the above, Customer's personal data (and personal data of Customer's end users or customers) disclosed to groas shall be treated as Confidential Information of Customer. groas shall also maintain the confidentiality of any trade secrets contained within Customer Data, subject to the exclusions in Section 5.2. The obligations in this Section 5 shall supplement, and not diminish, the data protection obligations set forth in Section 6 of this Agreement.
The confidentiality obligations in this Section 5 shall survive for five (5) years after the termination or expiration of this Agreement, except with respect to trade secrets and personal data, which shall remain confidential for so long as they constitute trade secrets under applicable law or personal data remains identifiable.
Each Party agrees to comply with all applicable data protection and privacy laws and regulations in the performance of its obligations under this Agreement. This includes, without limitation, the EU General Data Protection Regulation ("GDPR"), the UK GDPR and Data Protection Act 2018, the California Consumer Privacy Act ("CCPA"), and any other applicable laws governing the collection, use, disclosure, and protection of personal data. To the extent groas processes any "personal data" or "personal information" (as defined under applicable law) on behalf of Customer in providing the Services, the Parties acknowledge that, for purposes of data protection law, Customer (or Customer's client, as applicable) is the data controller (or "business" under CCPA) and groas is the data processor (or "service provider" under CCPA) with respect to such personal data. groas will process personal data only for the purpose of providing the Services and in accordance with Customer's documented instructions as set forth in this Agreement.
groas will implement and maintain appropriate technical and organizational measures designed to protect Customer Data (including personal data) against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Such measures shall be commensurate with industry standards for similar services and shall include, among other things, encryption of personal data (where appropriate or required by law), access controls to personal data, and employee training on data security. Customer is responsible for securing its account credentials and for configuring the Services in a manner that provides appropriate security considering the nature of Customer Data.
groas will retain Customer Data (including any personal data contained therein) only for as long as necessary to fulfill the purposes of this Agreement and provide the Services to Customer, or as otherwise required or permitted by law. Unless otherwise agreed in writing or required by law, the maximum retention period for identifiable Customer Data in groas's systems shall be two (2) years. In practice, this means that groas will not retain personal data or other Customer Data for more than one year after the data is collected or uploaded in the context of providing the Services, except to the extent that a longer retention period is: (i) required by applicable law or regulatory authority; (ii) necessary for groas to exercise or defend its legal rights; or (iii) expressly agreed by Customer (for example, in a data processing addendum or as necessary to continue providing the Services under an active subscription). After the applicable retention period elapses, groas will delete or irreversibly anonymize the Customer Data in its possession, in accordance with its data retention and deletion policies.
Customer (or, where applicable, any individual data subject) may request deletion or return of personal data at any time. groas will comply with such deletion requests and delete (or return to Customer) the requested personal data from its active systems, to the extent required under GDPR, CCPA, or other applicable data protection laws. If and to the extent that certain personal data must be retained by groas for legal compliance, dispute resolution, or internal record-keeping purposes (for example, in backup archives or log files), groas will securely isolate and protect that data from any further processing except to the extent required by law. groas shall notify Customer once the deletion request has been fulfilled. Additionally, upon Customer's request, groas shall reasonably assist Customer in fulfilling any obligation Customer may have to respond to data subject deletion requests under applicable law (to the extent Customer cannot fulfill such requests independently through the Services).
Notwithstanding the foregoing, groas may retain and use data and information related to Customer's use of the Services in aggregate or anonymized form, such that no individual person or Customer is identifiable (e.g., aggregated usage statistics, trend analyses, machine learning models trained on generalized data), for analytics, product improvement, and other legitimate purposes. groas may retain such aggregated/anonymized data indefinitely, provided that it maintains the data in a de-identified form and does not attempt to re-identify it. Customer agrees that groas may publish or share aggregated benchmarks or measures of Service performance or effectiveness that are derived from aggregated data, so long as such benchmarks do not identify Customer or any individual and do not disclose any Customer Confidential Information.
Customer acknowledges that groas may process and store Customer Data on servers located outside of the country in which Customer is based, including in the United States. To the extent that Customer Data (including personal data) is transferred from the European Economic Area, Switzerland, or the United Kingdom to groas in a country that has not been deemed to provide an adequate level of protection by the European Commission (or other relevant body), the Parties agree to enter into and abide by the EU standard contractual clauses or UK International Data Transfer Agreement/Addendum, as applicable, or implement an alternative transfer mechanism that is recognized under applicable law as providing adequate protection for personal data. groas will, upon Customer's request, provide information about or copies of the relevant transfer mechanism used to legitimize cross-border data transfers.
Once Customer Data has been deleted or irreversibly anonymized by groas pursuant to the data retention and deletion policies set forth in this Agreement, such data shall be deemed permanently unrecoverable. groas shall have no obligation to restore or recover any deleted Customer Data.
The obligations in this Section 6 are in addition to any separate data processing agreement the Parties may execute. In the event of a conflict between this Agreement and a data processing addendum regarding the handling of personal data, the terms of the data processing addendum shall prevail. This Section 6 shall survive termination of the Agreement with respect to any Customer Data retained by groas following termination, until such data is deleted or anonymized in accordance with the above provisions.
Each Party represents and warrants to the other that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement has been duly authorized (if applicable) and constitutes a legal, valid, and binding obligation of such Party.
Customer represents and warrants that: (a) Customer's use of the Services will at all times be in compliance with this Agreement and all applicable laws and regulations; (b) Customer has obtained and will maintain all necessary rights, consents, and permissions to provide any Customer Data to groas and to allow groas to process such Customer Data as contemplated by this Agreement; and (c) none of the Customer Data or other materials provided by Customer, and none of Customer's actions in connection with the use of the Services, will infringe, misappropriate, or violate any intellectual property right, privacy right, or any other right of any third party or violate any applicable law.
groas warrants that, during the term of this Agreement, the Services will substantially conform to any written specifications or documentation provided by groas to Customer describing the functionality or use of the Services (if any). groas further warrants that the Services will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards. Customer's exclusive remedy, and groas's sole obligation, for a breach of the foregoing warranty shall be that groas will, at its own expense and option, use commercially reasonable efforts to correct or repair the non-conforming aspect of the Services. If groas is unable to correct the Services to conform to the warranty within a reasonable period of time (not less than thirty (30) days) after Customer's written notice of the breach, then Customer may terminate the affected Services. The foregoing warranty shall not apply to any Services that (i) have been modified by anyone other than groas or its authorized contractors; (ii) are used in combination with any hardware or software not provided or recommended in writing by groas, if the Services would not be non-conforming but for such combination; or (iii) are provided at no charge (for example, a beta service or free trial).
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND ALL RELATED SOFTWARE, PRODUCTS, AND MATERIALS PROVIDED BY GROAS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROAS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GROAS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE RESULTS OBTAINED FROM THE SERVICES (INCLUDING ANY CAMPAIGN PERFORMANCE OR RETURN ON AD SPEND) WILL BE ACCURATE OR MEET CUSTOMER'S EXPECTATIONS.
Customer acknowledges that groas has not made any representation or guarantee regarding the results or outcomes that Customer may achieve by using the Services, groas does not guarantee or warrant any specific increase in performance, sales, efficiency, or any particular return on investment or advertising spend as a result of Customer's use of the Services. Customer's business success and the effectiveness of Customer's advertising campaigns depend on multiple factors that are outside groas's control. Customer assumes all risk associated with its marketing and advertising activities, and Customer is solely responsible for evaluating whether the Services, and any reports or recommendations provided, are suitable for Customer's needs.
Any insights, analyses, or recommendations provided by the Services or by groas's personnel (for example, suggested budget allocations or ad optimizations) are for informational purposes only. Customer is responsible for all decisions it makes based on such information. Customer should seek independent professional advice (e.g., legal or marketing advice) before implementing any strategy or campaign, especially if it has legal implications. groas makes no warranty that Customer's implementation of any suggestions from the Services will ensure compliance with any law or regulation or will achieve any particular outcome.
Some jurisdictions do not allow the exclusion of certain warranties or conditions. To the extent that Customer is subject to laws that prohibit the exclusion of certain warranties, some of the exclusions in this Section 7 may not apply. In that case, this Section 7 shall be interpreted to exclude only those warranties that may be excluded under applicable law, and no other warranties shall be made by groas regarding the Services.
Customer represents and warrants that all information provided in this Agreement—including all fillable fields (such as Customer Name, Address, Email, and Phone Number)—is accurate, complete, and up-to-date. Customer further acknowledges that any misrepresentation or falsification of such information shall constitute a material breach of this Agreement, and groas may immediately terminate this Agreement and seek all available legal remedies, including damages and indemnification as set forth herein.
Customer agrees that, to the fullest extent permitted by applicable law, groas shall not be liable to Customer for any direct, indirect, incidental, consequential, special, exemplary, punitive, or any other damages of any kind (including, without limitation, damages for lost profits, loss of revenue, business interruption, or loss or corruption of data), arising out of or in connection with this Agreement or the use or inability to use the Services, even if groas has been advised of the possibility of such damages. In no event shall groas's total aggregate liability to Customer exceed zero dollars (US $0.00), regardless of the theory of liability or cause of action, whether in contract, tort, strict liability, or otherwise.
Customer acknowledges and agrees that Customer's sole and exclusive remedy for any claim arising under this Agreement is limited to any amounts actually paid by Customer to groas under this Agreement during the twelve (12) months preceding the event giving rise to the claim; however, even this remedy is hereby waived, and Customer's sole remedy is limited to recovery of zero dollars (US $0.00). No action, regardless of form, shall be brought by Customer against groas for any claim, whether arising in contract, tort, or otherwise.
Customer shall indemnify, defend, and hold harmless groas, its affiliates, officers, directors, employees, agents, and contractors (collectively, the "groas Indemnitees") from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by or asserted against any groas Indemnitee as a result of or in connection with:
Customer's obligations under this Section 8.3 shall survive termination or expiration of this Agreement and are in addition to any other rights or remedies available to groas at law or in equity.
The rights and remedies provided in this Section 8 are Customer's sole and exclusive remedies with respect to any failure or breach by groas of its obligations under this Agreement, and groas shall have no further liability, obligation, or responsibility to Customer for any claim whatsoever.
Notwithstanding the foregoing, nothing in this Section 8 shall limit or exclude Customer's liability for: (a) its obligations to indemnify groas under Section 8.3; (b) any breach by Customer of its confidentiality obligations under Section 5; or (c) any damages arising from Customer's intentional misconduct or gross negligence. However, even in such cases, groas's liability shall remain as set forth above.
Customer expressly agrees that it is solely responsible and liable to groas for any and all direct, indirect, incidental, consequential, special, punitive, or exemplary damages, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and litigation costs) incurred by groas as a result of or arising out of Customer's breach of this Agreement or misuse of the Services. This liability is cumulative and in addition to Customer's indemnification obligations under Section 8.3. Customer further agrees that, in any event, groas's remedies under this Agreement are not limited by any provision herein that limits groas's liability to Customer. Nothing in this Section shall be construed as limiting groas's right to seek equitable relief, including injunctive relief, against Customer for any breach or violation of this Agreement.
Customer shall indemnify, defend, and hold harmless groas and its affiliates, and their respective officers, directors, employees, contractors, and agents (collectively, the "groas Indemnitees"), from and against any and all claims, demands, lawsuits, or proceedings brought by any third party ("Claims") and any and all losses, liabilities, damages, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' fees and court costs) ("Losses") arising out of or relating to: (a) Customer's use of the Services in a manner that violates this Agreement or applicable law; (b) Customer Data or other materials provided by Customer (including any allegation that Customer Data, or Customer's use of the Services, infringes or misappropriates any copyright, patent, trade secret, trademark, privacy, or other rights of a third party, or has otherwise caused harm to a third party); or (c) Customer's breach of any of its representations, warranties, or covenants under this Agreement.
In the event of a Claim against a groas Indemnitee for which Customer is obligated to indemnify under Section 9.1, groas will: (i) promptly notify Customer in writing of the Claim, provided that any failure to give prompt notice will not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such failure; (ii) give Customer sole control of the defense and settlement of the Claim, provided that Customer shall not settle any Claim in any manner that admits fault or liability on behalf of any groas Indemnitee or imposes any obligation on a groas Indemnitee (other than the payment of monetary damages for which Customer is responsible) without groas's prior written consent; and (iii) provide reasonable cooperation and assistance to Customer in the defense of the Claim, at Customer's expense. groas may participate in the defense of any Claim with its own counsel at its own expense. Customer will reimburse the groas Indemnitees for any reasonable attorneys' fees and costs incurred prior to assuming full control of the defense to the extent such fees and costs were incurred because Customer did not assume control sooner. Customer's obligations under this Section 9 are Customer's entire liability and groas's exclusive remedy with respect to any third-party infringement or other third-party claims brought against a groas Indemnitee arising from Customer's acts or omissions.
(For clarity, this Agreement does not include any obligation by groas to indemnify Customer. Customer is encouraged to obtain its own insurance to cover any potential liabilities.)
The indemnification obligations set forth in this Section 9 shall survive the expiration or termination of this Agreement.
This Agreement becomes effective on the Effective Date and remains in effect until terminated by either Party in accordance with this Section 10.
Customer's right to access and use the groas Services is strictly contingent upon (i) timely payment of all applicable fees as set forth in the separately executed Pricing Schedule and (ii) maintaining an active groas campaign. The Service is provided on a "pay-to-play" basis and does not constitute a perpetual or ongoing license; if either condition is not met, Customer's right to use the Service terminates immediately.
If Customer does not maintain an active groas campaign for more than one (1) calendar week, groas reserves the right to terminate Customer's account immediately without prior notice. In such an event, Customer will lose access to the Services, and to resume use of groas, Customer must reapply and enter into a new agreement, which may include revised pricing and terms.
If Customer fails to pay any invoice by its due date, or if a payment is declined and not resolved within three (3) business days, such non-payment shall constitute a material breach of this Agreement. In that event, groas may immediately terminate this Agreement and Customer's access to the Services without further notice.
In addition to termination for non-payment or inactivity, groas may immediately terminate this Agreement if Customer materially breaches any other term of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from groas (except that breaches related to payment, use restrictions, or confidentiality are subject to immediate termination).
If, at any time, groas determines that the Customer has provided false, fraudulent, or misleading information in connection with this Agreement (including any data filled in the introductory section), groas may immediately terminate this Agreement and disable Customer's access to the Services without any notice. Such misrepresentation shall be deemed a material breach of this Agreement, and groas shall be entitled to pursue all available legal remedies, including but not limited to seeking damages and enforcing indemnification obligations.
Upon termination or expiration of this Agreement for any reason:
Customer acknowledges that all rights to use the groas Services are solely dependent on ongoing payment and the continuous operation of an active groas campaign. Upon termination of this Agreement for any reason, all rights granted herein immediately terminate, and Customer shall have no further claim or entitlement to the Services.
In addition to any other remedies available to groas under this Agreement or at law, if the Customer materially breaches any of the following key provisions of this Agreement—including, but not limited to, the representations regarding accurate Customer information (Section 7.8), the restrictions on reverse engineering and AI analysis (Section 2), or the confidentiality obligations (Section 5)—the Customer shall immediately pay to groas liquidated damages in an amount equal to $50,000. The Parties agree that such liquidated damages are a genuine pre-estimate of the losses groas would incur and are not a penalty. This obligation is cumulative and in addition to any other remedies available to groas.
During the term of this Agreement and for a period of thirty six (36) months following its termination or expiration (collectively, the "Non-Solicitation Period"), Customer shall not, directly or indirectly, solicit, recruit, induce, or attempt to hire or engage, or facilitate the hiring or engagement of, any employee, contractor, or consultant of groas (collectively, "groas Personnel") with whom Customer had any material contact or whose confidential information became known to Customer through its use of the Services or any interaction under this Agreement. For purposes of this Section 11, "material contact" means any communication or interaction that occurred in connection with Customer's use of the Services.
If Customer breaches Section 11.1 by soliciting, hiring, or otherwise engaging any groas Personnel during the Non-Solicitation Period, then, without limiting groas's right to seek injunctive or equitable relief as provided in Section 12, Customer shall immediately pay to groas liquidated damages equal to twenty four (24) months of the then-current total annual compensation (including any bonuses or other benefits) that groas paid or reasonably would have paid to such groas Personnel. The Parties acknowledge that this liquidated damages amount is a genuine pre-estimate of groas's harm resulting from the loss or diversion of its personnel and is not a penalty. In addition, if groas incurs any additional costs, lost revenue, or expenses directly attributable to such breach, Customer shall be liable to reimburse groas for all such losses on an indemnity basis.
Customer acknowledges that a breach of Section 11 would cause groas irreparable harm for which monetary damages alone would be an inadequate remedy. Accordingly, in the event of any breach or threatened breach of Section 11, groas shall be entitled to seek immediate injunctive relief, specific performance, or any other equitable remedy in addition to, and without waiving, its right to recover liquidated damages and indemnification as set forth in Sections 11.2 and 9, respectively.
No failure or delay by groas in exercising any right under this Section 11 shall operate as a waiver of such right or any other right under this Agreement, nor shall a single or partial exercise of any right preclude any further exercise of that right. In the event that any provision of this Section 11 is held to be unenforceable for any reason, the Parties agree that the remainder of this Section 11 shall remain in full force and effect and that groas may pursue any other remedies available under law or in equity.
The Parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including any question regarding the Agreement's existence, validity, or termination (each, a "Dispute"), shall be resolved exclusively through final and binding arbitration rather than in court, except as expressly provided in Section 12.4 (Small Claims) and Section 12.6 (Injunctive Relief) below. The Parties are entering into this arbitration agreement to help control legal costs and to obtain a speedy and fair resolution of any Disputes. Each Party knowingly and voluntarily waives the right to a trial in court (including a jury trial) or to participate in a class action or class arbitration as set forth in Section 12.3, and agrees that the arbitration and class action waiver provisions in this Section 12 are material inducements to enter into this Agreement. This arbitration clause is governed by the U.S. Federal Arbitration Act and evidences a transaction in interstate commerce.
The arbitration shall be administered by the American Arbitration Association (AAA) (or, by mutual written agreement of the Parties, another established arbitration organization) under its Commercial Arbitration Rules (the "Rules"). If the amount in controversy is below the threshold for the AAA's Expedited Procedures, those procedures shall apply. The arbitration shall be conducted by a single, neutral arbitrator selected in accordance with the Rules. The arbitrator shall be an attorney or retired judge with experience in commercial contract disputes. The arbitration may be conducted via telephone or video conference, or if either Party requests an in-person hearing, the hearing shall be held in Sheridan, Wyoming (or another location mutually agreed by the Parties). The arbitrator shall apply the governing law specified in Section 13.1 (Governing Law) of this Agreement to any substantive issues. The arbitrator shall have the authority to award any relief or damages that a court of competent jurisdiction could order under this Agreement, including equitable relief and attorneys' fee awards, but may not alter any express terms of this Agreement. The arbitral award shall be in writing and provide the reasons for the decision. Judgment on the award may be entered in any court having jurisdiction thereof.
The Parties expressly agree that any arbitration (or, if arbitration is not enforced, any litigation) shall be conducted only on an individual basis and that neither Party shall seek or have any Dispute heard as a class action, collective action, or representative action. Each Party waives the right to participate as a class representative or class member in any class or representative proceeding. The arbitrator shall have no authority to consolidate or join the claims of separate parties or to certify or preside over any form of class or representative proceeding. If at any point this class action waiver is determined to be unenforceable with respect to a particular claim or request for relief (such as a public injunction claim) and that determination becomes final after all appeals have been exhausted, then the Parties agree that such claim or request for relief shall be resolved by a court of competent jurisdiction, and all other claims will be arbitrated.
Notwithstanding the foregoing agreement to arbitrate, either Party has the option to bring an individual action in a local small claims court for disputes or claims within the jurisdictional limit of that court instead of proceeding to arbitration. This small claims court option applies only to claims that are properly within the small claims court's jurisdiction (typically, claims under a certain monetary threshold). The Parties agree that if one Party elects to pursue a small claims court action for a particular dispute, that proceeding shall resolve the dispute only so long as it remains in small claims court on an individual (non-class) basis. If the small claims action is transferred or appealed to a court of general jurisdiction (e.g., due to an award exceeding the small claims limit or a request for equitable relief not available in small claims court), the dispute shall be subject to arbitration at that point.
The Party initiating the arbitration shall be responsible for paying any initial filing fee required by the AAA (unless the AAA rules or applicable law provide otherwise). The Parties agree to split the remaining arbitration fees and expenses (including the arbitrator's fees) unless otherwise provided by the AAA rules. However, either Party may seek to recover, and the arbitrator may award, the reasonable attorneys' fees and costs of arbitration if allowed by law or if the arbitrator determines that a claim or defense was frivolous or asserted in bad faith. If the AAA rules or applicable law require groas to bear a greater portion of the arbitration fees in order for this arbitration clause to be enforceable, groas will comply with such requirements and pay the arbitrator's fees and costs as required.
Notwithstanding the agreement to arbitrate, either Party may at any time seek equitable relief (such as a temporary restraining order or preliminary injunction) in a court of competent jurisdiction to prevent irreparable harm from occurring before an arbitration is conducted. This includes, for example, seeking an injunction to stop the misuse of Confidential Information or intellectual property, or to enforce the non-solicitation covenant in Section 11. This request for interim measures shall not be deemed a waiver of the right to arbitrate the underlying dispute (including any request for permanent injunctive relief), and the merits of the Dispute shall still be resolved by arbitration if the interim relief is granted or denied.
IF FOR ANY REASON A DISPUTE PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY TRIAL to the fullest extent permitted by law. The Parties understand that by agreeing to arbitration and to this jury trial waiver, they are giving up significant rights, including the right to a trial by jury, and they do so freely and voluntarily.
If any provision of this Section 12 (other than the class action waiver in Section 12.3) is found to be illegal or unenforceable, that provision shall be severed and the remainder of this Section 12 shall be given full effect. If the class action waiver in Section 12.3 is found to be unenforceable in a particular case or jurisdiction and cannot be reformed, then the entirety of this Section 12 (Dispute Resolution and Arbitration) shall be null and void solely with respect to that particular case or jurisdiction, and the Dispute may proceed in court (subject to Section 12.7, the jury waiver). In no event shall this Section 12 be construed to allow arbitration on a class or collective basis.
This Section 12 shall survive any termination or expiration of the Agreement.
This Agreement, and any disputes arising out of or related to this Agreement or the Services, shall be governed by and construed in accordance with the laws of the State of Wyoming (and, to the extent applicable, the federal laws of the United States), without giving effect to any conflict of laws principles that would cause the laws of another jurisdiction to apply. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA), as adopted in any jurisdiction, shall not apply to this Agreement or the Services. Subject to the provisions of Section 12 (Arbitration), each Party agrees to submit to the personal and exclusive jurisdiction of the state and federal courts located in Sheridan County, Wyoming for the purposes of enforcing an arbitration award, seeking injunctive relief under Section 12.6, or litigating any dispute that is found not subject to the arbitration agreement (or where the arbitration agreement is unenforceable). Each Party hereby waives any objection to the laying of venue in such courts.
All notices, requests, consents, approvals, and other formal communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be delivered to the respective Parties at the addresses set forth on the signature page of the applicable Pricing Schedule (or to such other address as a Party may designate by written notice to the other in accordance with this Section). Notices shall be deemed given: (a) when delivered by hand, on the date of delivery; (b) when sent by a nationally recognized overnight courier (with tracking and delivery confirmation), on the date of receipt as signed for by the recipient; (c) when sent by registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is signed; or (d) when sent by email to the designated email address for legal notices, on the date the email is transmitted without generating an error or bounce-back notice, provided that a copy of such notice is also sent by one of the methods in (a), (b), or (c) above within one business day. Routine communications related to the Services (such as operational emails, support tickets, or system notifications) may be sent electronically and do not constitute formal Notices under this Section.
The relationship of groas and Customer established by this Agreement is that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties. Neither Party has any authority to act on behalf of or bind the other Party in any manner. Each Party shall be solely responsible for the supervision, control, and compensation of its own employees and contractors.
Customer shall not assign or transfer (whether voluntarily, by operation of law, or otherwise) this Agreement or any of its rights or obligations hereunder without the prior written consent of groas, except that Customer may assign this Agreement in its entirety, upon written notice to groas, in connection with a merger, acquisition, or sale of all or substantially all of Customer's assets or equity (provided that the assignee agrees in writing to assume all obligations of Customer under this Agreement). Any purported assignment or delegation by Customer in violation of this Section 13.4 shall be null and void. groas may assign or transfer this Agreement (in whole or in part) without Customer's consent to any affiliate, or to any successor in interest by way of merger, acquisition, consolidation, or sale of assets. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
This Agreement, together with all Pricing Schedules and any addenda or attachments referenced herein or executed by the Parties and expressly made a part of this Agreement, constitutes the entire agreement between groas and Customer with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, proposals, negotiations, understandings, and communications, whether written or oral, between the Parties regarding the same subject matter. Each Party acknowledges that it is entering into this Agreement solely on the basis of the agreements and representations contained herein, and not on the basis of any promise, representation, statement, or warranty not expressly set forth in this Agreement. In the event of any conflict between the main body of this Agreement and any Pricing Schedule or addendum, the provisions of the Pricing Schedule or addendum (as applicable) shall control with respect to the subject matter of that document. Any terms or conditions that may appear on a purchase order or other ordering document issued by Customer (even if the order is accepted by groas) shall be deemed void and of no force or effect, and either Party's failure to object to any such terms shall not be considered a waiver of the provisions of this Agreement.
Except as otherwise provided in this Agreement, this Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of the same or any other right, power, or remedy. Any waiver of any provision of this Agreement must be in writing and signed by the Party against whom the waiver is to be enforced. A waiver on one occasion shall not be deemed a waiver of any other or subsequent breach or default.
If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable, and if no such modification is possible, shall be severed from this Agreement. In either case, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. If a provision is so severed or modified, the Parties shall negotiate in good faith a lawful and enforceable provision that as closely as possible reflects the original intent of the Parties.
Except for Customer's payment obligations, neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (or for any loss or damage due to such failure or delay) to the extent such failure or delay is caused by circumstances beyond the Party's reasonable control, including but not limited to acts of God, natural disasters, epidemic or pandemic, acts of government, war, terrorism, civil unrest, labor strikes or disturbances, failure or interruption of the internet or any public telecommunications network, power outages, or other similar events (each, a "Force Majeure" event). The Party affected by a Force Majeure event shall give prompt notice to the other Party (when practicable) describing the nature of the event and its expected duration, and shall use commercially reasonable efforts to mitigate the impact of the event and resume performance as soon as possible. If a Force Majeure event causes a material failure or delay in performance that continues for more than thirty (30) days, either Party may terminate this Agreement upon written notice to the other. In such case of termination, Customer will be entitled to a refund of any pre-paid Fees for Services not delivered due to the Force Majeure event (on a pro-rata basis for the unused portion of any subscription).
This Agreement is intended for the sole and exclusive benefit of the signatories and is not intended to benefit any third party. Only the Parties to this Agreement may enforce it. Notwithstanding the foregoing, the Parties agree that groas's affiliates and contractors are intended third-party beneficiaries of the provisions of this Agreement relating to intellectual property, warranties, disclaimers, limitations of liability, and indemnification, and shall have the right to enforce those provisions directly against Customer as if they were parties to this Agreement. Other than as expressly stated in the preceding sentence, nothing in this Agreement shall be deemed to confer any rights or remedies upon any person or entity other than groas and Customer.
The section headings and captions in this Agreement are for convenience of reference only and shall not be used in the interpretation of this Agreement. As used in this Agreement, "include" and "including" mean "including without limitation". The words "will" and "shall" are used interchangeably to denote a required action or obligation of a Party. The singular includes the plural and vice versa. This Agreement shall not be construed in favor of or against either Party by reason of authorship.
This Agreement is effective upon Customer’s acceptance, which occurs by signing up for the Services, clicking an “I Accept” or similar button, creating an account, or otherwise accessing or using the Services. Such actions constitute Customer’s full and binding agreement to the terms and conditions of this Agreement, including any amendments or addenda thereto. No physical or electronic signature is required for this Agreement to be legally enforceable. Customer acknowledges that continued use of the Services after any updates to this Agreement, as notified by groas, signifies acceptance of the updated terms.
groas shall have the right, upon reasonable notice and during normal business hours, to audit and inspect any records, systems, or processes of the Customer relevant to its use of the Services, in order to ensure compliance with this Agreement. Customer agrees to cooperate fully with any such audit and to provide all information reasonably requested by groas. If an audit reveals any material non-compliance by Customer, groas may, in addition to any other remedies available under this Agreement, charge Customer for all audit costs and reasonable expenses incurred (including third-party audit fees).
Customer hereby grants groas a non-exclusive, irrevocable, worldwide license to use Customer's name, logo, and any non-confidential, non-sensitive information provided by Customer (including testimonials and case study information) in groas's marketing materials, advertisements, and on groas's website. groas may display such information in any manner and format, and Customer waives any right to inspect or approve the finished product wherein its information appears. This license shall remain in effect for as long as Customer is a Customer of groas and for any period thereafter for archival or historical purposes.
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