Terms of Service - Morgan Grant

Terms of Service

This document (the “Agreement”) is a contract that governs your access to the Service.

In this document, we use certain uppercase terms as shorthand to describe who or what we are talking about. We use the term “Service” to be clear that this is a contract between Morgan Grant and a customer, company or other legal entity.

By signing up for the Service, signing this Agreement or a Service Order referencing this Agreement, or using the Service, you agree on behalf of Subscriber to be bound by this Agreement as of that date (the “Effective Date”) and you represent that you have the power and authority to enter into this Agreement on behalf of Subscriber. In the rest of the Agreement, when we say “you” or “your” we are referring to Subscriber.

1. Your Users
Subscriber is responsible for managing and administering user accounts for its personnel (“Users”) to access the Service, including issuing usernames and maintaining the confidentiality of passwords. Users may only use the Service in accordance with the terms of this Agreement. You are solely responsible for any breach of this Agreement. Users use of the Service. Shall at all times be in compliance with all applicable laws.

2. Usage Data
We may collect information related to how Users access and use the Service (“Usage Data”), including technical information such as the User’s device, browser, operating system, and IP address. We use this information to provide support to you and your Users, detect and prevent technical issues, and improve our products and services.

3. Confidentiality
We will not disclose your Content or Usage Data to any third party except as follows:
To the third parties we work with to provide the Services (e.g. hosting companies); provided that such third parties (i) are subject to confidentiality terms at least as restrictive as those in this Agreement and (ii) may use the Content for the sole purpose of providing services to Morgan Grant and not for any other purpose or use.

If you choose to add a third party integration to Morgan Grant, Morgan Grant may share Content with the provider of the integration. It is your choice whether or not to add an integration and Morgan Grant is not responsible for how the provider of the integration may collect and use your Content.
As required by law or in response to a subpoena or other compulsory legal process (“Third Party Request”), provided however that (we) Morgan Grant will make commercially reasonable efforts to promptly notify Subscriber of Morgan Grant’s receipt of a Third Party Request, unless the law forbids such notice, and (ii) Morgan Grant will comply with Subscriber's commercially reasonable requests regarding its efforts to oppose a Third Party Request.

To protect and defend the rights or property of Morgan Grant or its agents, technology vendors or contractors; or act in urgent circumstances to protect the personal safety of Users of the Service or the public.

To generate aggregated and anonymized information and statistics (“Blind Data”), which will be owned by us and which we may use it for any lawful business purpose, including publicly sharing aggregated and anonymized information about how the Service is used, provided that the Blind Data does not personally identify Subscriber or any User.

4. Security
We maintain industry standard physical, electronic, and procedural safeguards designed to protect your Content. Our security practices are constantly evolving as security threats change, however for the term of this Agreement our security practices will be at least as stringent as possible. Despite the actions and precautions we take, no data transmissions over the Internet can be guaranteed to be 100% secure. Subscriber and its Users acknowledge and agree that Content is transferred to us with all the risk associated with transferring information over the Internet in general.

5. Maintenance
The Service may be temporarily unavailable at times for maintenance, which we schedule during off-peak hours (“Maintenance Window”), although we only use Maintenance Window when absolutely necessary, and occasionally must schedule maintenance or perform emergency maintenance outside of the Maintenance Window. If we anticipate Service unavailability in excess of sixty (60) minutes we will use reasonable efforts to notify Subscriber at least forty-eight (48) hours in advance. Subscriber specifically acknowledges that outages and downtime may occur.

6. Term and Termination
This Agreement begins on the Effective Date and, unless we agree otherwise in a Service Order or other agreement, will continue on a month-to-month basis (“Term”) until terminated by either the Subscriber or us. Subscriber may cancel its subscription at any time by contacting us through the help or feedback section of the Service. Cancellation will be effective by the end of the month that notice is given or at some other date as agreed upon by both parties. Subscriber may be entitled a partial or full refund, as provided by the Money Back Guarantee. Subscriber will not be entitled to any other refunds. Subscriber’s and its Users’ right to use or access the Service will terminate automatically upon notice from us if Subscriber fails to comply with any terms of this Agreement. Upon termination of the Agreement, all rights granted to Subscriber and its Users under this Agreement will cease. The following sections will survive expiration or termination of this Agreement: 4 (Confidentiality), 7(d) (Fees and Payment), 9 (Term and Termination), 11 (Compliance with Law), 13 (Indemnification), 14 (Disclaimers and Limitations of Liability), 15 (Intellectual Property Rights), 18 (Disputes) and 19 (Miscellaneous).

7. Compliance with Law
Each party must comply with all laws and regulations applicable to its business and in connection with its provision, or use, of the Service, as applicable. Notwithstanding the foregoing, if complying with Privacy Laws would materially change Morgan Grant's costs or risks in providing the Service (including, without limitation, by requiring that any Morgan Grant data centers be located outside the U.S., or requiring Morgan Grant to operate in violation of any U.S. laws), each party will have the right to terminate this Agreement upon at least thirty (30) days.

8. Indemnification
Possible Infringement. If Morgan Grant believes the Service infringes or may be alleged to infringe a third party's Intellectual Property Rights, then Morgan Grant may: (i) obtain the right for Subscriber, at Morgan Grant's expense, to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Service so that they no longer infringe. If Morgan Grant does not believe the options described in this section are commercially reasonable then Morgan Grant may suspend or terminate Subscriber's use of the affected Service (with a pro-rated refund of prepaid fees for the Service).
General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own counsel at its own expense. THIS SECTION CONTAINS MORGAN GRANT’S AND SUBSCRIBER'S ENTIRE LIABILITY, AND SOLE AND EXCLUSIVE REMEDY, FOR ANY VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

9. Disclaimers and Limitations of Liability
This section limits Morgan Grant’s liability and the liability of its affiliates to Subscriber. Some jurisdictions do not allow disclaimers of implied warranties or limitations of liability, so this Section may not apply.

10. Disclaimer of Warranties. Except as otherwise provided in this Agreement, the Service, is provided "new" and “as available,” without additional warranty of any kind, and we hereby disclaim all other warranties and conditions, express, implied, or statutory, including without limitation any implied warranties of non-infringement, merchantability or fitness for a particular purpose. Morgan Grant does not warrant that the Service will meet all of Subscriber’s requirements or that the use of the Service will be uninterrupted or error free.

11. Limitation of liability.
In no event, except for Morgan Grant and Subscriber’s indemnity obligations and excluding grossly negligent and intentional acts, shall either party be liable to the other for any indirect, punitive, special, exemplary, incidental, or consequential damages, or for any damages for loss of data, revenue, profits, use or other economic advantage, arising out of, or in any way connected with this Agreement or any matter beyond our reasonable control, including but not limited to the use or inability to use the Service, regardless of legal theory, even if the party from which damages are being sought have been previously advised of the possibility of such damages and even if the stated remedy fails of its essential purpose. To the fullest extent permitted by law, Morgan Grant Worldwide, LLC's aggregate liability under this agreement will not exceed the lesser of $50,000 or the amount paid by customer for the Service during the twelve months prior to the event giving rise to liability; or $500 if no fees have been paid by Subscriber. The provisions of this section allocate the risks under this Agreement, and both parties have relied on these limitations in determining whether to enter into this Agreement.
12. Intellectual Property Rights

We reserve all rights in and to the Service and all related intellectual property not expressly granted under this Agreement. We may, at our discretion and for any purpose, use, modify, and incorporate into our products and services, license and sublicense, any feedback, comments, or suggestions Subscriber or Users electronically send us or send in.

13. Use of Trademarks and Logos
“MORGAN GRANT” and all associated logos displayed within the Service are our trademarks (unless otherwise noted). During the Term, either party may include the name and logo of the other party in its public lists of customers or vendors, unless either party provides written notice to the other party that it does not consent to such use. Any use of a party’s name, logo or trademarks will be in accordance with the other party's standard trademark usage guidelines (if any). Subscriber will also reasonably consider serving as a reference for Morgan Grant.

14. Data Processing
Subscriber agrees that Morgan Grant may transfer, store, and process Content and Usage Data in the United States and locations other than Subscriber's country. If Subscriber or its Users are accessing the Service from regions with laws governing data collection and use, please note that Subscriber and the Users agree to the transfer of data to the United States and to processing globally and to the use and disclosure of information as described in this Agreement.

15. Disputes
We want to address your concerns without resorting to formal legal dispute resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in this Agreement. If a dispute is not resolved within 30 days of notice, Subscriber or Morgan Grant may bring a formal proceeding.
With the exception of seeking injunction relief to stop unauthorized use or abuse of the Service or infringement of Intellectual Property Rights, Subscriber and Morgan Grant agree to resolve any claims relating to this Agreement or the Service through final and binding arbitration. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in New York, New York, or any other location both parties agree to in writing. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be either the state or federal courts. All parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

16. Miscellaneous
Assignment. Neither party may transfer or assign this Agreement or any of its rights or obligations without the prior written consent of the other party; provided, however, that either party may assign this agreement without such consent in connection with a merger, sale of assets, reorganization or similar transaction.
Changes to the Agreement. We may need to change the terms of this Agreement in the future. Any change will take effect when we notify Subscriber of the change (either through an email notice or a message delivered through the Service) and Subscriber accepts the change (via email or an electronic click-to-accept method).

17. Governing Law.
The laws of the State of New York, excluding its conflicts of law rules, govern this Entire Agreement. This Agreement is the entire agreement between Morgan Grant and Subscriber regarding the Service and supersedes and replaces any prior agreement, understanding or communication, written or oral.

18. Waiver.
Our failure to exercise or enforce any right will not operate as a waiver of such right.. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

19. No Agency.
The parties are independent contractors and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.
Notice. Notices to Subscriber may be sent via first class, airmail, or overnight courier and are deemed given when received, and may also be sent to the individual(s) Subscriber designates as your contact(s) or administrator(s) of the Service and are deemed given when sent. Notices to Morgan Grant may be sent via first class, airmail, or overnight courier to Morgan Grant, A copy to the Legal Department, and are deemed given when received.

20. Force Majeure.
Neither party will be in default for failing to perform any obligation, other than payment of monies, if the failure is caused acts of God, acts of war, terrorism, labor disputes, governmental demands or restrictions, failure of third party networking equipment, failure of the public Internet or changes in the accessibility of third party websites or similar acts beyond a party’s control.

21. Export Restrictions.
Subscriber may not export or re-export the Service or elements of it, except as authorized by United States law and the laws of the jurisdiction in which the Service was accessed or obtained.
Mechanics. Section titles are for convenience only and have no legal or contractual effect.

This Agreement operates to the fullest extent permissible by law.