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Order Terms & Conditions
These GrapevineAI Terms and Conditions (these “Terms”) apply to each Order Form (“Order”) entered into between MSA Network LLC d/b/a GrapevineAI (“GrapevineAI”) and the entity named in the Order (“Company”).
DEFINITIONS.
“Agreement” means the applicable Order and these Terms.
“GrapevineAI Intellectual Property” means all of the following, excluding for avoidance of doubt, any Company Materials: (a) all creative materials, articles, videos, images, created by Grapevine in connection with the Services; (b) all of GrapevineAI’s technology, inventions, discoveries, innovations, know-how, methods, processes, information, trademarks, URLs, software, and interfaces; (c) all improvements, modifications, works in process, derivatives, or changes, whether tangible or intangible, embodied in any form, in or to the foregoing; and (d) all Intellectual Property Rights in the foregoing.
“Company Materials” means all of Company’s trademarks, logos, characters, ad copy, artwork, designs, and other materials made available by Company to GrapevineAI for use in connection with the Services.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or later in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Services” means the Services to be performed by GrapevineAI as described in each applicable Order.
“Term” has the meaning given in Section 6.
Services.
Provision of Services. GrapevineAI will provide the Services pursuant to each fully-executed Order.
Company Obligations. Company shall provide all reasonable cooperation to GrapevineAI in connection with Services, including without limitation, timely provision of Company Materials, feedback, and approvals. GrapevineAI shall not be responsible for any delays caused by the acts or omissions of Company or any other circumstances beyond GrapevineAI’s reasonable control.
Ownership.
Ownership of Intellectual Property. As between GrapevineAI and Company:
Company is the sole owner of the Company Materials; and
GrapevineAI is the sole owner of the GrapevineAI Intellectual Property. GrapevineAI grants Company a perpetual, non-exclusive, non-assignable, non-sublicensable, worldwide, royalty-free, right and license to the GrapevineAI Intellectual Property during the Term solely as contemplated in the Order.
GrapevineAI’s grant of this license is contingent upon the Company’s timely payment of fees as outlined in Section 4. Should the Company fail to make full payment within 90 days from the date of invoice, this license grant will be considered void retroactively to the Effective Date of the Order, and the Company will be in breach of these Terms and Conditions.
Reservation of Rights. Except as expressly provided in this Agreement, neither party grants to the other party any rights or licenses in or to its Intellectual Property Rights and all such rights are reserved.
Fees.
Fees. GrapevineAI shall invoice Company and Company shall pay the fees as described in each Order. All fees are exclusive of any applicable taxes. Each party is responsible for the payment of any taxes that it is legally required to pay.
Payment. Company shall pay all invoiced amounts within 15 days from the date of invoice. All payments shall be made in U.S. Dollars. In some cases, Grapevine may require Company, or Company may agree, to pay certain or all fees via credit card or ACH. Grapevine will process such payments using Stripe or an alternative payment processor (“Payment Processor”). In such event, Company agrees to provide Payment Processor with all required payment information and to keep such information current at all times during the Term. GrapevineAI reserves the right to charge interest on late payments at an interest rate equal to the lower of 1% per month and the highest rate permitted by applicable law.
Data.
Data Collection. Data collected by GrapevineAI is maintained and shared in accordance with GrapevineAI’s privacy policy located at https://GrapevineAI.com/privacy-policy/. By entering into this Agreement, Company consents to such Privacy Policy.
Security. Without limitation of the Privacy Policy, GrapevineAI will implement and maintain technical and organizational measures appropriate to the nature of the data provided by Company and generated from the Services and will use commercially reasonable efforts to protect such data from unauthorized access, accidental or unlawful destruction, misuse, alteration, or disclosure.
Term and Termination.
Term. The Agreement shall commence on the Effective Date and shall continue through the Order Term indicated in the Order, unless terminated by either party as provided in this Section 6. Thereafter, the Agreement shall renew for successive three-month periods (each, a “Renewal Term”), unless either party provides the other party with prior written notice of its intention not to renew at least seven days prior the expiration of the then-current Term. “Term” means the Order Term and any Renewal Terms.
Termination. GrapevineAI may terminate this Agreement at any time. Company may terminate this Agreement on 30 days’ written notice of the other party’s material breach of this Agreement if such breach is not cured within such 30-day period.
Effect of Termination. Upon any termination of this Agreement, Sections 3, 4 (until all payments are made), 7 through 11, and this Section 6.3 will survive the expiration or termination of this Agreement.
Confidentiality.
Confidential Information; Nondisclosure. Each party (a “Disclosing Party”) may provide the other party (a “Recipient”) with certain confidential and/or proprietary information, documentation and material that is either clearly and prominently labeled as “Confidential” or that a reasonable person would determine to be the confidential or proprietary business information of the Disclosing Party (collectively, the “Confidential Information”). Each party’s Confidential Information shall include all information and material related to its respective business, products, services, employees, business partners, and affiliates. The Recipient shall not use the Disclosing Party’s Confidential Information for any purpose other than in exercising its rights and fulfilling its obligations under this Agreement and shall maintain such Confidential Information in a manner no less secure than the manner in which it maintains its own confidential information of like nature (but in no case using less than a reasonable standard of care). Recipient may disclose Confidential Information to those of its officers, directors, employees, agents or professional advisors (collectively, “Representatives”) who have a need to know and who have agreed in writing (or are otherwise legally bound) to maintain the confidentiality thereof in a manner no less protective than the manner described in this Agreement. Recipient shall be responsible for any breach of this Section 7 by any of its Representatives. Recipient agrees that the Disclosing Party may be irreparably injured by a breach of this Section 7 and that, without limitation of its other rights and remedies, Recipient shall be entitled to seek equitable relief, including injunctive relief and specific performance.
Exclusions. A party’s obligations under Section 7.1 shall not apply to information that: (a) is or has become publicly available without restriction through no fault of the Recipient; (b) is or has been received by the Recipient without restriction from a third party lawfully in possession of such information; (c) is independently developed by the Recipient without reference to the Disclosing Party’s Confidential Information; (d) for which the Disclosing Party has given the Recipient written authorization to disclose to a third party; or (e) is required to be disclosed by law or legal process, provided, however, that the Recipient provides the Disclosing Party, to the extent it may legally do so, with reasonable prior written notice before any such required disclosure.
Representations, Warranties, and Covenants; Disclaimer.
By Company. Company represents, warrants, and covenants to GrapevineAI that:
It is free to enter into and fully perform this Agreement;
Entering into this Agreement does not violate any agreements, rights, or obligations existing between Company and any third party; and
The Company Materials are owned or adequately licensed or controlled by Company and do not infringe upon or violate any copyright, trademark, or other proprietary right of any third party.
By GrapevineAI. GrapevineAI represents, warrants, and covenants to Company that:
It is free to enter into and fully perform this Agreement;
Entering into this Agreement does not violate any agreements, rights, or obligations existing between Company and any third party; and
the GrapevineAI Intellectual Property that is used in connection with the Services is owned or adequately licensed or controlled by GrapevineAI and, in the form provided by GrapevineAI without modification by Company or any third party, does not infringe upon or violate any copyright, trademark, or other proprietary right of any third party.
DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND GRAPEVINEAI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
Indemnification.
Each party shall indemnify and hold the other party and its officers, directors, employees and agents harmless from and against all losses, damages, penalties, fines, costs and expenses of any kind or nature, including attorneys’ fees and costs, incurred in connection with, and defend each of them from, any third-party claims, actions, or proceedings arising from or relating to a breach by it of any of its representations, warranties, or covenants under section 8.1 (in the case of Company as indemnifying party) or section 8.2 (in the case of GrapevineAI as indemnifying party).
Limitation of Liability.
NO CONSEQUENTIAL DAMAGES. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES.
LIMITATION ON DIRECT DAMAGES. NEITHER PARTY’S NOR ITS REPRESENTATIVES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL EXCEED THE GREATER OF THE AMOUNTS PAID OR PAYABLE TO GRAPEVINEAI UNDER THIS AGREEMENT DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO SUCH LIABILTY.
EXCEPTIONS. THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION 10 WILL NOT APPLY TO (A) A PARTY’S BREACH OF SECTION 7 (CONFIDENTIALITY) OR (B) A BREACH BY A PARTY OF ITS OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION) OR ANY AMOUNTS PAID OR PAYABLE IN CONNECTION WITH SUCH OBLIGATIONS.
General.
Choice of Law; Venue. This Agreement shall be governed by the laws of the State of New York, excluding its conflict of laws principles. The parties irrevocably agree to submit all disputes between them to binding arbitration conducted under the Commercial Dispute Resolution Procedures of the American Arbitration Association (the “AAA”), including the Optional Procedures for Large Complex Commercial Disputes. The place and location of the arbitration shall be in New York City, NY. The arbitration shall be conducted before a single arbitrator selected jointly by the parties. The arbitrator shall be a retired judge with experience in commercial transactions under New York law. If the parties are unable to agree upon the arbitrator then the AAA shall choose the arbitrator. The language to be used in the arbitral proceeding shall be English. The arbitrator shall be bound to the strict interpretation and observation of the terms of this Agreement and shall be specifically empowered to grant injunctions and/or specific performance and to allocate between the parties the costs of arbitration, as well as reasonable attorneys’ fees and costs, in such equitable manner as the arbitrator may determine. Judgment upon the award may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. In no event shall a demand for arbitration be made after the date when institution of a legal or equitable proceeding based upon such claim, dispute or other matter in question would be barred by the applicable statute of limitations. Notwithstanding the foregoing, either party shall have the right, without waiving any right or remedy available to such Party under this Agreement or otherwise, to seek and obtain from any court of competent jurisdiction any interim or provisional relief that is necessary or desirable to protect the rights or property of such party, pending the selection of the arbitrator hereunder or pending the arbitrator’s determination of any dispute, controversy or claim hereunder.
Independent Contractors. Nothing contained in this Agreement shall be construed as creating any partnership, agency, or other form of joint enterprise between the parties.
Assignment. Neither party may assign or transfer any of its rights under this Agreement without the other party’s prior written consent. Notwithstanding the foregoing, either party may assign this Agreement without consent of the other party in connection with a sale of all or substantially all of its assets, a merger, or other change in control transaction. This Agreement shall be binding on a party’s successors and permitted assigns.
Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the subject matter of this Agreement and supersedes any and all prior agreements between the parties regarding such subject matter.
Severability. Each provision of this Agreement shall be viewed as separate and distinct, and in the event that any provision shall be deemed to be illegal, invalid or unenforceable, the Agreement shall be modified to give as much effect as possible to such provision. Any provision which cannot be so modified shall be deleted and the remaining provisions of this Agreement shall continue in full force and effect.
No Waiver. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other subsequent default or breach of this Agreement.
Notices. All notices under this Agreement shall be given in writing, in the English language, and shall be deemed given when personally delivered, when sent by email, or upon confirmed delivery after being sent by internationally recognized overnight courier to the addresses set forth in the Order.
Headings. Headings used in these Terms are for convenience only and are not intended, nor shall they be used as, an aid in interpretation.