Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER FOR OR USE THE GRIPS INTELLIGENCE WEBSITE, PLATFORM, OR SERVICES.

These Terms and Conditions (“Terms”) are made part of the Services Agreement Between Grips Intelligence Inc, Cross Platform Solutions GmbH (“Grips” or “Company”) and the User. These Terms will govern the use and provisioning of any Services purchased by Customer. Any terms not defined herein have the meaning given them in the applicable order.

1.1 “Services” means Grips is the owner or licensee of the Grips platform and Data, a competitive intelligence solution that enables insights on transaction sales metrics for websites which is made available to you on a software as a service (SaaS) basis (“Platform”) through a web portal on our at http://www.gripsintelligence.com or another URL Grips designate (“Website” or “Site”), and includes: (i) the software that you access via the Site; (ii) any other applications, extensions and features, if any, made available or provided to you by Grips in connection with the Site or Platform or Data (the “Applications”); and (iii) the trademarks and logos (“Marks”), content, text, documents, descriptions, products, graphics, photos, sounds, videos, and interactive features (together with the Marks, “Content”), contained in or made available through the Site or Platform.

1.2 “User” or “You” means each of Customer’s employees or independent contractors, who register as a User with Company for access to the Platform.

1.3 “Access Credentials” means login information, passwords, security protocols, and policies through which Users access the Company Services.

1.4 “Additional Services” means the Services include all updates, modifications, and enhancements thereto that Grips elects to make generally available to its users of the Services at no additional charge (“Updates”). All Updates shall be subject to the terms of this Agreement.

1.5 “Upgrade Services” means the User may subscribe to additional products and services from Grips Services, which shall be subject to the terms of this Agreement, including any supplementary terms made applicable to such additional products and Services, or to separate terms and conditions to be accepted by the User prior to subscribing to such additional products and/or services.

1.6 “Authorized User” means an employee or representative of your Organization who has been supplied with a single user identification and password to access and use the Services on his/her own behalf or on behalf of his/her Organization. You may give access to your User Account only to that number of Authorized Users as specified in your Subscription Plan, provided that each Authorized User agrees to comply with this Agreement. No other use of the Platform not specified in these Terms, including use by any other employees, agents, contractors, consultants, representatives, personnel or other parties or individuals of or on behalf of your Organization or its affiliates or subsidiaries, shall be permitted.

1.7 “Intellectual Property Rights” means any and all rights, title and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.

2.1 If You, access and use the Website and/or Services, you represent and warrant that you are at least 18 years old (or 13 years old if you are registering with the supervision of an adult parent or guardian). The Website and/or Services is only intended for individuals aged eighteen years or older, or thirteen (13) years or older with the supervision of an adult parent or guardian. If you are under 13 years old please do not visit, access or use the Website and/or Services. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them. You represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not and will not violate any applicable law or regulation.

2.2 If you are under 18, you may not register or attempt to register for the Services.

2.3 You may not access and use the Platform if you are, and you represent and warrant that you are not, a competitor of Grips.

3.1 Paid or Unpaid Users. To use the Services, you must register as either a paid or unpaid User. As an unpaid User, you will have access only to certain limited functionality within the Services that Grips elects to make available on an unpaid trial with limited time of access or free basis (“Unpaid Services”). As a paid User you will have access to certain additional features, which may include, without limitation, longer history data, multi geographies data, export capabilities, APIs, and other settings (“Paid Services”).

3.2 Trial Subscription. A Trial Subscription, If any, shall commence on the first date following the creation of your Account that you commence access or use of, as applicable, the Platform and will conclude at the expiration of the subscription period specified in the relevant subscription page, or sooner if: (i) you upgrade your subscription by beginning to pay the applicable Fees for accessing the Platform in accordance with the Fees Section below, or (ii) your use of the Platform is terminated in accordance with these Terms. You acknowledge and agree that these Terms are applicable and binding upon you during the Trial Subscription period and that Grips: (i) does not make any representations, warranties, undertakings or commitments in connection with the Platform during the Trial Subscription period; and (ii) may contact you by phone to provide to you, and/or send to you, subject to your opting out, communications and other notices about the Platform to your email address or phone number. We reserve the right to modify, cancel and/or limit this Trial Subscription offer at any time. At any time and without notice, Grips reserves the right to (i) modify the duration and terms of the Trial Subscription, or (ii) cancel the Trial Subscription.

3.3 Right to Use Services. Subject to the Terms of this Agreement, Grips hereby grants you permission to access and use the Services and the Website solely for your own internal business purposes in accordance with this Agreement. You represent and warrant that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are at least 18 years of age and have the capacity and authority to enter into this Agreement; and (d) your use of the Services does not and will not violate any applicable law or regulation.

3.4 Restrictions. You may not, directly or indirectly, (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services or any portion thereof available to any third party; (b) use the Services for any purpose or in any manner that is unlawful (including without limitation in violation of any data, privacy, anti-bribery or export control laws) or is prohibited by this Agreement; (c) read or attempt to read or derive the source code of the Services or the software underlying the Services (except as permitted by law); (d) work around any technical limitations in the Services; (e) interfere or attempt to interfere with or disrupt the integrity, security, functionality or performance of the Services or its components; (f) use the Services in any manner that damages or impairs the Website or interferes with any other party’s use of the Services; (g) modify, translate, adapt, create or attempt to create any derivative works of the Services; (h) access the Services if you are a competitor of ours or use the Services to build a similar or competitive work; (i) hack or otherwise attempt to gain unauthorized access to the Services or its related systems or networks; or (j) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser. You will promptly notify Grips if You learn of any unauthorized use or breach of security related to the Services. You may not use the Services if You are legally prohibited from receiving or using the Services under the laws of the country in which You are resident or from which You access or use the Services.

3.5 Access to Beta Versions. Grips may provide You with access to new functionality, tools, resources and related information which are not yet generally available to our Users (“Beta Version”). Grips may suspend, limit or terminate access to a Beta Version at any time. You agree that Beta Versions are the confidential information of Grips and not to disclose any information about any Beta Version to any third party or use the Beta Version other than for your internal testing and evaluation purposes and otherwise in accordance with this Agreement. You agree that Grips is under no obligation to make any portion of any Beta Version generally available in a new release of the Services and that Grips makes no representations or warranties, whether express or implied, with respect to the performance, availability, functionality, or general release of any Beta Version.

3.6 Account. In order to use the Platform and become an Authorized User, you are required to create a personal user account (“Account”). In creating your Account, you acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that your user Account login details and password are kept, secure at all times; (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your Account details confidential; and (iv) to promptly notify Grips in writing if you become aware of any unauthorized access or use of your Account or the Platform. In creating your Account, you further represent and warrant that you were not previously blocked by Grips from having an Account or otherwise using the Platform. In the event you choose to provide your Authorized User information required for creating a Subscription by registering through your account with a third party platform (e.g., your Google account) for which you have certain administrative rights on behalf of your Organization, and provided you consent to the opt-ins and permissions provided by the relevant platform during the registration process, we will receive access to certain information (e.g., Google Analytics) about your Organization’s. In that event, we will access and use some of that information, on an aggregated basis with similar information received from other organizations, in order to improve our algorithms. Unless you have specifically asked us to display some of that information in our Platform or solutions, the information will be used only for the algorithm improvement described above and will not be shared with any third parties. You always have the right to terminate our access to that information about some or all of your organization’s sites or apps, by following the instructions provided by the relevant platform.

4.1 Ownership. You, as an Authorized User, represent and warrant that you own or have the necessary rights and permissions to use, and authorize Grips to use, all Intellectual Property Rights in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Website and these Terms. You retain all of your ownership rights in and to your User Submissions.

4.2 License to User Submissions. By submitting the User Submissions to Grips, you hereby grant Grips a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and Grip’s business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in your User Submissions, to the extent permitted by law. You also hereby grant each user of the Site or other viewer or user of the User Submission a non-exclusive right to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, all in accordance with these Terms.

4.3 Exposure to User Submissions. You understand and acknowledge that when accessing and using the Website: (i) you will be exposed to User Submissions from a variety of sources, and that Grips is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, or otherwise objectionable. You hereby waive any legal or equitable rights or remedies you may have against Grips with respect to User Submissions.

You acknowledge and agree that we will use any personal information that we may collect or obtain in connection with the Website and/or the Services in accordance with our Privacy Policy available at https://gripsintelligence.com/privacy-policy (“Privacy Policy”).

6.1 Proprietary Rights. You agree that all rights, title, and interest in and to the Website, the Services, the technology underlying each of them, all modifications and any work product Grips create relating thereto, and all intellectual property rights in each of the foregoing, including, without limitation, patent, copyright, trademark, database rights, moral rights, rights in know-how and trade secrets (and any licenses in connection with any of them) throughout the world, whether or not registered or capable of registration, and whether subsisting in any specific country or countries or any other part of the world, are and will remain the sole and exclusive property of Grips, its licensors or affiliates. Except for access to the Services, no other rights are granted to you with respect to the Website or Services. Grips reserves all rights not expressly granted in this Agreement.

6.2 Attribution. You hereby grant to Grips to use your name, logo and other proprietary marks for Grips’s promotional, informational and advertising purposes. You may revoke your consent by sending a request to support@gripsintelligence.com

6.3 Feedback. It is anticipated that you, as an Authorized User, may provide suggestions, comments or other feedback to Grips’s Platform and/or the Website (“Feedback”). Feedback shall be deemed the sole property of Grips. Without derogating from the above, Grips will be free to adopt such Feedback for any of its products or Platforms, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of Grips’s webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.

7.1 Monthly Subscription Term. If, during or following the expiration of a Trial Subscription or during or following period as an Unpaid User, you choose to purchase a Subscription for a longer period as may be offered by us, the term of your Subscription shall commence upon our confirmation of your payment of the Fees in accordance with the payment instructions on the Site, at which time you will be provided access to the Platform with the same features, and the term of your Subscription shall continue on a month-to-month basis (or other basis as may be specified in our offer from time to time) until canceled by either party on fourteen (30) days written notice, or as otherwise terminated or suspended in accordance with these Terms.

7.2 Annual Subscription Term. If, during or following the expiration of a Trial Subscription during or following period as an Unpaid User, you choose to purchase an annual Subscription, the term of your Subscription shall commence upon our confirmation of your payment of the Fees in accordance with the payment instructions on the Site, at which time you will be provided access to the Platform with the same features, and the term of your Subscription shall continue for a period of twelve (12) months (the “Initial Term”). Thereafter, your Subscription shall be extended for one or more additional periods of twelve (12) months each, unless either party notifies the other party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew the Subscription. Each 12-month Initial Term and renewal term is referred to herein as a “Term”.

7.3 Termination by Grips. Grips may terminate your Subscription to the Platform and/or Applications at any time and without prior written notice in any case where it believes that you or your Organization have breached these Terms. Upon such termination, you shall cease all use of the Grips Platforms and/or Services.

7.4 Termination by you. You may terminate your Subscription to the Platform by canceling your Account through the tools that we make available within the Platform or by sending a cancellation request to us at support@gripsintelligence.com, in which case we will use commercially reasonable efforts to respond within a reasonable time. Payment obligations are non-cancelable and Fees paid are non-refundable.

7.5 Effect of Termination of Platform. Upon termination of your Subscription to the Platform, your Account and your Organization’s Account and all licenses granted by Grips to you and your Organization under these Terms with respect to the Platform shall be terminated and you and your Organization will lose all access to the Platform or Applications. We shall not be liable to you or your Organization or any third party for termination of your use of or access to the Site, Platform or Services, or any portion thereof.

7.6 Suspension. If we believe, in our sole discretion, that you are using the Platform in a manner that may cause harm to us or any third party, or which is in breach of these Terms, then we may, without derogating from our right to terminate your Subscription as specified in these Terms, suspend or terminate your User Account or your access to and use of the Platform, or parts thereof.

8.1 Paid Services Users. of Paid Services will be charged the fees set forth in the relevant Subscription Plan or as otherwise agreed with Grips in a written ordering document or other writing signed by Grips and you (“Fees“). You agree to pay the Fees monthly, quarterly, or annually in advance according to your Subscription Plan, or as otherwise agreed between you and us, by credit card or another payment method accepted on the Website. If you decide to pay for the Services according to the invoice(s), you agree to pay all undisputed invoices within thirty (30) days, unless otherwise mutually agreed between you and us in writing. You agree that we may charge interest of 2.5% per month for past due invoices, or the highest rate permitted by law, and you are liable for reasonable attorney fees and collection costs arising from our efforts to collect on past due amounts. If you fail to pay an invoice, we reserve the right to cancel your subscription and access to the Services, and any data associated with your subscription or the Services. You can access the details of your Subscription Plan, including any prepaid amounts, by accessing your User Account. Any bank fees and charges shall be borne solely by you. If you demonstrate a pattern of repeated registrations for paid Services followed by cancellation and request for refund, we may, in our sole discretion, withhold further registrations and/or refuse further refund.

8.2 Taxes. All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Services, other than taxes based upon our gross revenues or net income. If you are located in the European Union, all Fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all Fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

8.3 Change in Fees. We reserve the right to monitor the number of Users using your User Account. You agree to pay the additional Fees if you exceed the limits of your Subscription Plan. You also agree to pay the Fees applicable to any additional Services you add or any changes you make to your Subscription Plan during your subscription term. Such additional Fees will become effective as of the date of such addition or change and may not be decreased during the term of your Subscription Plan. If you are a User of Paid Services, we may change the Fees and introduce new charges applicable to your use of the Services, which (unless otherwise agreed in writing with Grips) will become effective as of the first day of the renewal of your subscription term. We may increase the Fees upon notice if we make changes in the Services at your request

9.1 Disclaimer. EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES AND THE WEBSITE ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICES OR THE WEBSITE (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ALL LOCATIONS; OR (D) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. WE FURTHER MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY OR COMPLETENESS OF THE CONTENT ON ANY SITES TO WHICH THE WEBSITE OR SERVICES ARE LINKED.

9.2 Limitation of Liability. With the exception of any indemnification obligations stated herein, in no event will either party and its respective affiliates, officers, directors, employees, or agents be liable for any indirect, incidental, special, punitive, or consequential damages or loss of profits, revenue, data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability whatsoever arising from or related to either this Agreement or use of the Services or the Website. You understand and agree that if you do not agree to this limitation of liability, we would not provide the Services to you. The foregoing limitation of liability shall apply to the fullest extent permitted by law. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

9.3 Forward-Looking Statements. The Website contains express or implied forward-looking statements, which are based on current expectations of Grips’s management. These statements relate to, among other things, our expectations regarding management’s plans, objectives, and strategies. These statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. Grips assumes no obligation to update any forward-looking statements appearing on this website in the event of changing circumstances or otherwise, and such statements are current only as of the date they are made.

You shall defend, indemnify, and hold Grips harmless from and against any and all damages assessed against Grips (including reasonable attorneys’ fees) arising from a third party claim based on any business conducted, decisions made, or other action or failure to act by you, your Organization or any of its affiliates, customers, partners or parties with whom you or your Organization does business, whether or not based in whole or in part on the Website, Platform or Services or any data accessed therefrom by you or your Organization; provided: (a) Grips notifies you promptly in writing of any such claim and gives you authority, information, and assistance in the defense of such claim; and (b) Grips does not make any admissions in response to any such claim without your consent.

Subject to our Privacy Policy, we reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) maintain, support, enhance and improve our services, (v) respond to your support requests, and/or (vi) protect the rights, property or safety of Grips, its users and/or the public.

Portions of the software upon which the Platform is based may include third party open-source software that is subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third-Party Terms and these Terms, then the Third Party Terms shall prevail but solely in connection with the related third party open-source software. Notwithstanding anything to the contrary, Grips makes no warranty or indemnity hereunder with respect to any third party open-source software.

These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Grips without restriction.

You acknowledge and accept that Grips has the right to use your name and logo and the name and logo of your Organization to identify you as a customer of Grips or user of the Platform, on Grips’s website, marketing materials or otherwise by announcements on social media or otherwise.

We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Site and/or Platform thereafter means that you accept those changes.

16.1 Confidentiality. All confidential information disclosed by a party (“Disclosing Party“) to the other party (“Receiving Party“), whether orally or in writing, that is designated in writing as confidential (“Confidential Information”) will be safeguarded by the Receiving Party to the same extent that the Receiving Party safeguards its own information of like kind, but using not less than a reasonable degree of care. The Receiving Party shall not use Confidential Information for any purpose outside the scope of this Agreement or disclose Confidential Information to any third party (except as explicitly stated in our Privacy Policy). The Receiving Party’s obligations under this section shall not apply to information which is publicly available through no fault of the Receiving Party, already in Receiving Party’s possession without obligation of confidentiality, rightfully obtained by Receiving Party from third parties not under obligation of confidentiality, or independently developed by Receiving Party as evidenced by written documentation. If the Receiving Party is requested pursuant to a court or government order to disclose Confidential Information, the Receiving Party will give the Disclosing Party written notice (if not legally prohibited from doing so) sufficient to enable the Disclosing Party to seek protective order and the Receiving Party will cooperate with the Disclosing Party in such effort.

16.2 Assignment. You may not assign or transfer this Agreement, or rights or obligations under it, without our prior written consent. We may assign this Agreement, in whole or in part, without restriction. Any assignment or transfer in violation of the foregoing shall be deemed void and of no effect. Subject to the foregoing, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

16.3 Force Majeure. We shall not be liable for failure or delay of performance of our obligations resulting from any condition beyond our reasonable control, including but not limited to, third party equipment or services, communications failure, governmental action, war, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

16.4 Governing Law and Jurisdiction. If you are located in the European Economic Area (EEA), Switzerland or the United Kingdom, this Agreement is governed by the laws of the Germany and jurisdiction and venue shall be Berlin, Germany. If you are located within North America, South America or in a country other than in the EEA, Switzerland or the United Kingdom, or if you are using only Unpaid Services, this Agreement is governed by the laws of the New York, U.S.A. and jurisdiction and venue shall be the New York. Governing law is without regard to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

16.5 Notices. Notices to you shall be given to the email address on file associated with your account. To change the email address on file in your account, you must notify Grips at support@gripsintelligence.com. You agree to receive communications from us in an electronic form. All notices to you will be deemed received when sent. We may, but are not obligated to, provide communications in paper format. Notices to us shall be given to support@gripsintelligence.com.

16.6 Entire Agreement. This Agreement is the entire agreement between you and Grips concerning your use of the Website and the Services and supersedes all other proposals and agreements, whether in oral, written or electronic form. In the event of any conflict between the terms of this Agreement and the terms on the Website or any other document, the terms of this Agreement shall prevail. No terms in any purchase order or in any order documentation are incorporated into or form any part of this Agreement. If you have ordered the Services through our reseller, the terms of this Agreement shall apply to the exclusion of all other varying terms and conditions. Resellers are not authorized to make any promises or commitments on our behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

16.7 Languages. You agree that this Agreement is written in the English language and that the English language version of this Agreement and any related document (including notices) shall prevail. Notwithstanding the foregoing, if you are located in a country whose laws require that contracts be in the local language in order to be enforceable, then the version of this Agreement that governs is the local language version that is produced by Grips within a reasonable time following your written request to us.

16.8 No Waiver. No failure or delay by Grips to exercise any right or remedy will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

16.9 Severability. If any provision of this Agreement is found by any court or other authority of competent jurisdiction to be invalid, unenforceable, or illegal, this shall not impair the operation of this Agreement or affect the other provisions which are valid.

16.10 Relationship of the Parties. This Agreement does not create or imply any agency, partnership or franchise relationship. Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any right, benefit or remedy of any nature whatsoever.

16.11 No Third Party Beneficiaries. Nothing in this Agreement is intended to or shall confer upon any person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

16.12 U.S. Government End Users. The Services and its underlying software are commercial computer software developed at private expense as defined in FAR 2.101 or DFAR 252.227-7014. If you are an agency, department or other entity of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the software or any technical data is restricted only to those rights customarily provided to the public as set forth in this Agreement.