GRYD

Terms of Use

Welcome to the Gyrd, Inc. (“Gryd”) website located at https://beta.gryd.us, which includes the beta platform operated by Gyrd for authoring, uploading and executing software code (the “Service”). These Terms of Use (this “Agreement”) applies to all users of the Service (collectively or individually “Users”).

BEFORE USING THE SERVICE, PLEASE READ THIS AGREEMENT CAREFULLY. By CHECKING THE “I HAVE READ AND AGREE...” BOX, you acknowledge that you have read, understood, and agree to be bound by thIS AGREEMENT, INCLUDING: (A) THE PROVISIONS OF SECTION 17 UNDER WHICH YOU AGREE TO ARBITRATE CERTAIN CLAIMS INSTEAD OF GOING TO COURT AND AGREE NOT TO BRING OR PARTICIPATE IN CLASS ACTIONS CLAIMS; and (B) THE PROVISIONS OF SECTION 5, WHICH SPECIFY THE TERMS AND CONDITIONS FOR RECURRING SUBSCRIPTION CHARGES FOR PAID ACCOUNT TYPES. If you do not agree to ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN please do not CHECK THE “I HAVE READ AND AGREE...” BOX, IN WHICH CASE YOU WILL NOT BE ABLE TO use THE SERVICE.

IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT HE OR SHE HAs THE REQUISITE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH SUCH ENTITY’S ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT.

Beta Testing Disclaimer: You understand and agree that the Services are released for beta testing only, and may not be at the level of performance of a commercially available product offering. The Services may not operate correctly and may be substantially modified prior to first commercial release. ALL SERVICES PROVIDED HEREUNDER ARE IN PRELIMINARY STAGES OF DEVELOPMENT AND MAY CONTAIN DEFECTS. A PRIMARY PURPOSE OF GRANTING YOU ACCESS TO OUR SERVICES IN THIS BETA-TESTING PHASE IS TO OBTAIN FEEDBACK ON THE SERVICES’ PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. WE ARE UNDER NO OBLIGATION TO CORRECT OR CURE DEFECTS THAT HAVE BEEN IDENTIFIED. YOU ARE ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION WHEN USING AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICES. YOU ASSUME THE ENTIRE RISK ARISING OUT OF THE USE OF THE SERVICES.

NOTE TO KIDS under 13 years of age: The Service is not FOR persons under the age of 13. If you are under 13 years of age, then please do not use the Service. Talk to your parents about what sites are appropriate for you.

1.         Other Agreements

1.1               Privacy Policy. Gryd’s Privacy Policy, found at http://gryd.us/privacy-policy.html is hereby incorporated into this Agreement. Please read this notice carefully for details relating to the collection, use, and disclosure of your personal information.

1.2               DMCA Policy. The Company’s DMCA Policy, found at http://gryd.us/dmca-policy.html is hereby incorporated into this Agreement and sets forth processes and procedures for good faith notifications of alleged copyright infringement by User Submissions (as defined below in Section 6). The DMCA Policy, as may be updated by the Company from time to time in accordance with its terms, is hereby incorporated into this Agreement, and you hereby agree to the terms set forth therein.

2.         How It Works. Users may submit and/or author certain kinds of software code on the Service (“User Code”) and upload sets of certain kinds of data or content (“User Data”) through the Service’s functionality and the Service can remotely execute such User Code for purposes of analyzing such User Data in a virtual hosted environment. Users can also modify their User Code within the Service and view the impact of such modifications through the Service.

3.         Use of Service. Subject to all terms and conditions of this Agreement and your timely payment of all applicable fees (if any), you shall have the right to access and use the Service in accordance with the functionality, features and limitations (including with respect to the maximum daily and monthly User Data upload limitations) applicable to your account type for purposes of: (i) uploading User Code and User Data; and (ii) executing and debugging User Code, in each case in the manner enabled by Gryd and in accordance with all applicable documentation and solely for educational, non-commercial purposes. The features, functionality and limitations of the Service are subject to change from time to time, provided that that there will be no material degradation in features to any paid Service account. The functionality, features and limitations applicable to versions of the Service made available free of charge are subject to change at any time and without notice. You are solely responsible (at your own expense) for ensuring that you have all adequate hardware, software and Internet access service necessary for use of the Service. When using the Service, you will be subject to any additional posted terms, guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into this Agreement.

4.         Support. To the extent you use a paid Service account, Gryd shall provide you with commercially reasonable technical support via e-mail during Gryd’s normal business hours. Gryd is under no obligation to provide support in relation to free Service accounts.

5.         Payment. By signing up for any paid Service account and providing your payment information, you agree to pay us the recurring and/or nonrecurring fees as displayed to you at the time you create your account and as may be modified from time to time as described in this Agreement, as well as any other fees you expressly choose to incur in connection with your use of the Service. Unless otherwise specified upon enrollment, for subscription products or services, your payment method will be authorized for up to a month as soon as the free trial, if any, has concluded for the applicable Service account type and on a monthly basis thereafter until you cancel the subscription. You acknowledge and agree that the payment instrument provided by you will be automatically charged the fees you incur in connection with your use of the Service, and represent and warrant that you have all necessary rights relating to such payment instrument to authorize Gryd to make such charges. Your use of the Service may be suspended if we are unable to charge such payment instrument for any reason or if your account is otherwise past due. The fees applicable to your account may be subject to modification from time to time pursuant to notice (which may be given via e-mail) provided by us at least thirty (30) days in advance of the payment date for which the modification would be effective. You may at any time cancel your account as set forth below if you do not agree to any modified fees. All fees must be paid in U.S. dollars (or such other currency(ies) which may be accepted by Gryd from time to time, as indicated at the time of payment) and are non-refundable.

FOR ANY PAID SERVICE ACCOUNT TYPE, YOU WILL BE AUTOMATICALLY ENROLLED IN (AND CHARGED FOR) THE SUBSCRIPTION PLAN YOU SELECTED FOLLOWING THE END OF ANY APPLICABLE FREE TRIAL PERIOD. YOU MUST CANCEL PRIOR TO THE END OF YOUR FREE TRIAL IN THE MANNER SPECIFIED BELOW TO AVOID BEING CHARGED.

YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY CONTACTING US AT contact@gryd.us. IF YOU CANCEL YOUR SUBSCRIPTION, YOU MAY STILL USE YOUR SUBSCRIPTION UNTIL THE END OF YOUR THEN-CURRENT SUBSCRIPTION MONTH. TO NOT BE CHARGED FOR YOUR SUBSCRIPTION FOR THE FOLLOWING SUBSCRIPTION MONTH, YOU MUST CANCEL YOUR SUBSCRIPTION AT LEAST 1 business DAY PRIOR TO THAT MONTH, OR YOU WILL OTHERWISE BE CHARGED FOR THAT MONTH’S SUBSCRIPTION. ALL CANCELLATION REQUESTS RECEIVED LESS THAN 1 business DAY BEFORE THE FOLLOWING SUBSCRIPTION MONTH WILL APPLY TO THE FOLLOWING CYCLE.

6.         Ownership; Proprietary Rights. As between you and Gryd, Gryd is the owner of all right, title and interest (including all intellectual property rights) in and to the Service and all components thereof, and any software, technology, materials and information owned by Gryd prior to the date of this Agreement or created, acquired, authored, developed, conceived or reduced to practice by Gryd after the date of this Agreement, whether alone or jointly with others (“Gryd Materials”). For clarity, Gryd Materials does not include User Code, User Data or any other content or material the Service functionality allows you to upload (collectively, “User Submissions”). As between you and Gryd, you own all right, title and interest (including all intellectual property rights) in and to the User Submissions, subject to the license you grant us in Section 7.2. You are not required to provide any ideas, feedback or suggestions regarding any of Gryd’s products or services (“Feedback”) to Gryd. To the extent you do provide any Feedback to Gryd, you agree that Gryd may use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback on a perpetual, non-exclusive basis and without payment of any royalties or other consideration to you.

7.         User Submissions.

7.1                      You shall be solely responsible for your own User Submissions and the consequences of authoring, uploading and executing your User Code. You represent and warrant that you own the User Submissions without restriction, or you have all licenses, rights, consents, and permissions with respect to all User Submissions necessary to use and authorize Gryd to use User Submissions in the manner contemplated by Gryd and this Agreement. Gryd reserves the right to limit the amount of User Data stored in Service accounts.

7.2                      By submitting User Submissions to Gryd, you hereby grant Gryd a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable, and transferable license to (i) use, reproduce and execute the User Submissions for purposes of operating the Service; (ii) use or disclose User Submissions as may be required by law or legal process, or where Gryd determines such use or disclosure to be reasonably necessary to prevent harm to any individual or entity; (iii) use, reproduce and analyze User Submissions internally for purposes of developing, improving and testing its products and services and analyzing usage thereof (iv) make available your User Submissions to other Service users within the Service as enabled by you within the Service.

7.3                      In connection with User Submissions and any other transmission of material facilitated by the Service, you agree that you will not submit or transmit material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate. If notified by a user or a content owner of User Submissions that allegedly does not conform to this Agreement, Gryd may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Submissions, which it reserves the right to do at any time. Gryd may at any time remove any User Submissions that in the sole judgment of Gryd violate this Agreement, and may refer any violation of law suspected by Gryd (in its sole discretion) to appropriate authorities.

7.4                      You will not submit or transmit any User Submissions: (i) which constitute personally identifiable information, healthcare-related information (including without limitation “protected health information” under the Health Insurance Portability and Accountability Act of 1996) or any consumer financial information (including information governed by the Gramm-Leach-Bliley Act); or (ii) which would reasonably be considered to be sensitive or where the loss or unauthorized use thereof could reasonably be expected to result in any loss, damage or liability to any person or entity.

7.5                      You acknowledge that you are solely responsible for all User Submissions and any other content and material that you submit to the Service. If at any time, Gryd chooses, in its sole discretion, to monitor any such items, Gryd nonetheless assumes no responsibility for such items and no responsibility for the conduct of the user submitting any such items. If you are a copyright holder and believe that materials in which you own the copyright have been posted on the Service without your permission, you may provide Gryd with a “takedown notice” pursuant to the Digital Millennium Copyright Act pursuant to Gryd’s DMCA Policy, which is available at http://gryd.us/dmca-policy.html.

7.6                      If you access User Submissions of other Service Users, you acknowledge that such User Submissions are made available to you solely for your non-commercial, educational purposes use on the Service in the manner enabled by the Service (e.g., User Code may be made available in a read-only form, in which case you will not be able to modify the User Code on the Service), and you agree only to use such User Submissions for such purpose and in such manner. Without limiting the foregoing, you agree not to download or copy any such User Submissions.

7.7                      Gryd shall not have any liability of any kind for any unauthorized access to or use of User Submissions that does not directly result from the gross negligence or willful misconduct of Gryd. Without limiting the foregoing, you understand and agree that although Gryd shall only provide your User Submissions to other users in the manner you enable through the Service, Gryd cannot prevent such other users from downloading or copying your User Submissions, using your User Submissions commercially, or otherwise using or disclosing your User Submissions in an unauthorized manner. You agree that Gryd shall have no liability arising from other users’ use or misuse of your User Submissions, including exploiting such User Submissions for non-educational or commercial purposes, disclosure of your User Submissions to third parties and use of your User Submissions off of the Service.

8.         Prohibited Uses.

8.1                      As a condition of your use of the Service, you will not use the Service for any purpose that is unlawful or prohibited by this Agreement. Use of the Service from territories where such use is illegal is strictly prohibited. You are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the internet, technology, data, email, or privacy.

8.2                      You may not intentionally interfere with or damage the operation of the Service or any other customer’s use of it by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any content accessible through the Service, or features that enforce limitations on the use of the Service. You may not attempt to gain unauthorized access to the Service, or any part of it, other accounts, computer systems or networks connected to the Service, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service.

8.3                      The Service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Service.

9.         Account Information. You agree that the information you provide to Gryd in connection with your customer account will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify Gryd. You may be liable for the losses incurred by Gryd or others due to any unauthorized use of your account.

10.      User Communications. Under this Agreement, you consent to receive communications from Gryd electronically. We will communicate with you by email or by posting notices on the Service. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

11.      Notice. Except as explicitly stated otherwise, legal notices shall be served on Gryd’s national registered agent or to the email address you provide to Gryd during the registration process. Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration or purchase process. In such case, notice shall be deemed given three days after the date of mailing.

12.      Changes. Gryd may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after Gryd provides notice of the Changes, whether such notice is provided through the Service user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. If you do not want to agree to any Changes, your sole remedy is to cease use of the Service and terminate this Agreement and your Service account by written notice sent to Gryd at contact@gryd.us; in such event, you will receive a pro-rated refund covering amounts pre-paid by you (if any) for time periods following the effective date of termination.

13.      Term; Termination.

13.1                  You may terminate this Agreement at any time, for any reason or for no reason, by deleting your Service account by contacting us at contact@gryd.us. You agree that the Company, in its sole discretion and for any or no reason, may terminate this Agreement, your account or your use of the Service, at any time and without notice.

13.2                  The Service is not a data backup tool and Gryd reserves the right to promptly delete all User Submissions upon termination of this Agreement. Gryd shall have no liability to you by reason of any termination of this Agreement as described herein.

13.3                  Sections 5 (with respect to payment obligations accruing prior to such termination or expiration), 6, 7, 8, 9, 13.3 and 14 through and including 18 will survive any termination of this Agreement.

14.      Disclaimers; No Warranties. THE SERVICE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GRYD, AND ITS SUPPLIERS, LICENSORS AND PARTNERS, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. GRYD, AND ITS SUPPLIERS AND PARTNERS, DO NOT WARRANT THAT THE FEATURES CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

15.      Indemnification. You agree to indemnify and hold Gryd and its affiliated companies, and each of their directors, officers and employees, harmless from any claims, suits, proceedings, damages, losses, liabilities, settlements, costs and expenses, including reasonable attorneys fees, arising out of or relating to your use or misuse of the Service, breach of this Agreement or infringement or violation of the intellectual property rights, privacy rights or other rights of any third person or entity (including, without limitation, with respect to User Submissions). Gryd reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

16.      Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL GRYD OR ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS OR EMPLOYEES, BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RELATING TO THIS AGREEMENT (INCLUDING YOUR USE OF OR INABILITY TO USE THE SERVICE OR ANY OTHER INTERACTIONS WITH GRYD RELATING TO THIS AGREEMENT), EVEN IF GRYD OR A GRYD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GRYD OR ITS AFFILIATES, OR ANY OF THEIR OFFICERS, DIRECTORS OR EMPLOYEES, HAVE LIABILITY TO YOU FOR ANY DAMAGES OF ANY KIND RELATING TO THIS AGREEMENT (INCLUDING YOUR USE OF OR INABILITY TO USE THE SERVICE OR ANY OTHER INTERACTIONS WITH GRYD RELATING TO THIS AGREEMENT) EXCEEDING THE GREATER OF FIFTY U.S. DOLLARS AND THE TOTAL AMOUNTS PAID BY YOU TO GRYD HEREUNDER DURING THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SHALL APPLY REGARDLESS OF THE LEGAL THEORY UNDER WHICH DAMAGES ARE SOUGHT (E.G., WHETHER IN CONTRACT, TORT OR OTHERWISE) AND REGARDLESS OF THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED FOR HEREIN.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

17.      Arbitration.

1.1                      Agreement to Arbitrate. This Section 17 is referred to herein as the “Arbitration Agreement.” The parties that any and all controversies, claims, or disputes between you and Company arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent the claim qualifies). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

1.2                      Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).

1.3                      Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association's ("AAA") rules and procedures (the "AAA Rules"), as modified by this Arbitration Agreement. If there is any inconsistency between the AAA Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would, including without limitation, the limitation of liability provisions in Section 16. You may visit http://www.adr.org for information on the AAA and http://www.adr.org/fileacase for information on how to file a claim against the Company.

1.4                      Venue. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on each party, but subject to the arbitrator's discretion to require an in-person hearing if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by either or both parties unless the arbitrator requires otherwise.

1.5                      Governing Law. The arbitrator will decide the substance of all claims in accordance with the laws of the state of California, without regard to its conflicts of laws rules, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Service users, but is bound by rulings in prior arbitrations involving you to the extent required by applicable law.

1.6                      Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the AAA's Rules. Each party will be responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees.

1.7                      Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.

1.8                      Severability. If a court decides that any term or provision of this Arbitration Agreement other than Section 17.2 is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any of the provisions of Section 17.2 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply.

2.         Miscellaneous

2.1                      Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.

2.2                      Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or the Services that is not subject to arbitration under Section 17 shall be filed only in the state or federal courts in and for Santa Clara County, California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

2.3                      Waiver. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

2.4                      Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

2.5                      Assignment. This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Gryd without restriction.

2.6                      Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and shall not be deemed to limit or affect any of the provisions hereof.

2.7                      Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both parties, or by a change to this Agreement or Guidelines made by Gryd as set forth in Section 12 above.

2.8                      Claims. YOU AND GRYD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

2.9                      Disclosures. The Site is operated by Gryd, Inc., located at 540 Memorial Dr Apt 1203, Cambridge, MA 02139 (subject to change), email: contact@gryd.us. If you are a California resident, you may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs via mail at 1625 North Market Blvd., Suite N112, Sacramento, CA 95834 or telephone at (916) 445-1254 or (800) 952-5210. Hearing impaired users can reach the Complaint Assistance Unit at TDD (800) 326-2297 or TDD (916) 322-1700.