General. This End User License Agreement is a binding contract between you and Epiforge Software, LLC ("Epiforge"). You understand and agree that by clicking the "I AGREE" button or by accessing or using the software, products, services, applications and associated documentation and Enhancements (collectively, "Grindstone Sync"), you will be bound by these Terms. If you agree to these Terms on behalf of a business or organization, you represent and warrant that you have the authority to bind that business or organization to these Terms and your agreement to these Terms will be treated as the agreement of the business or organization. In that event, "you" and "your" will refer to and apply to the users of Grindstone Sync or that business or organization, as required by the context. If you do not agree with these Terms, Epiforge is not willing to license to you and you may not use Grindstone Sync.
Your License. Grindstone Sync is licensed and not sold to you. During the term of your subscription, Epiforge grants to you a revocable, limited, non-transferable, non-exclusive license to use Grindstone Sync. Except for the limited license granted in these Terms, Epiforge and its licensors retain all right, title and interest in and to Grindstone Sync, all copies thereof, and all proprietary rights therein, including copyrights, patent, trademark and trade secret rights. You may not copy or distribute Grindstone Sync, except to the extent that copying is necessary to use Grindstone Sync for the purposes set forth herein. You may not alter or modify any disabling mechanism which may be included in Grindstone Sync. You may not assign, sublicense, loan, lease or otherwise transfer Grindstone Sync, or directly or indirectly permit any third party to copy Grindstone Sync. You may not reverse engineer, decompile, disassemble, modify, or create derivative works of Grindstone Sync. You may not remove any proprietary notices (e.g., copyright and trademark notices) from Grindstone Sync. All use of Grindstone Sync shall be in accordance with these Terms and its then-current documentation. You shall be solely responsible for ensuring that your use of Grindstone Sync is in compliance with all applicable foreign, federal, state and local laws, rules and regulations.
How It Works. Grindstone Sync saves a copy of each property, list property value, work item, time slice, and other related items submitted to it via Grindstone (your "Sync Data") to a server operated by Epiforge or an Epiforge agent. For a complete list of the items Epiforge is saving for you, please refer to the relevant interface in Grindstone. Epiforge does not maintain multiple copies of your Sync Data. Your Sync Data may not be available or restorable if: (i) you have created them in Grindstone but not submitted them to Grindstone Sync; (ii) you delete an item via the Grindstone interface; (iii) your computer is unable to access the internet or Epiforge servers; (iv) you fail to follow Epiforge's technical requirements, including upgrading the version of your Grindstone as required; or (v) you terminate your license or fail to renew your subscription to Grindstone Sync.
Account Access and Ownership. To access and use Grindstone Sync, you agree to provide Epiforge with accurate and complete information when you register and to keep such information accurate and complete while you have a subscription for Grindstone Sync. You are solely responsible for maintaining the confidentiality of your logins and passwords and solely responsible and liable for any and all activities that occur with respect to your subscription. Compromise of your logins or passwords may compromise the security of your Sync Data. The credit card holder associated with a Grindstone Sync subscription is the owner of the Sync Data. For Evaluation Versions, if there is no credit card associated with your Grindstone Sync subscription, your email address and answers to security questions indentifies you as the owner of the Sync Data. If you obtained access to Grindstone Sync by a business or organization, or as a member of a group of users, the business or organization is the owner of the Sync Data. You further acknowledge and agree that the business, organization, or other group of users may have selected one or more administrators to control, manage and use Grindstone Sync on behalf of such business or organization, or group of users, and the administrators may have been granted certain privileges such as access to and control of the data you have entered into or submitted to Grindstone Sync, without notice to you.
Fees and Renewals. You agree to pay Epiforge's then-current and applicable subscription fees for Grindstone Sync. Unless you notify Epiforge that you do not want your subscription to be auto-renewed, you agree that Epiforge will automatically renew your subscription to Grindstone Sync and automatically charge you the then-current renewal fees for such renewed subscription using the credit card associated with your subscription.
Personal Information. Epiforge collects personal information relevant to your transaction with Epiforge, including your name, mailing address, phone number, e-mail address and credit card information and certain non-personally identifiable information from your computer that reflects your use and configuration of Grindstone Sync, including, without limitation, performance metrics relating to the Software, and configuration settings. This information collected will be sent to Epiforge and may be used by Epiforge without restriction.
Cookies and Other Technologies. Epiforge uses "cookies" and other technologies to collect data that enables us to better understand and improve the usability, performance and effectiveness of our web site. Cookies are files sent to your browser and stored on your computer. If you do not want Epiforge to send cookies to your browser, you can set your browser options to reject cookies or notify you when a web site tries to put a cookie into your browser software. Rejecting cookies may affect your ability to use some features of Grindstone Sync.
Use of Your Personal Information. Epiforge gathers general information about visits to our web site, your Sync Data, the configuration of your computer and your computer's interaction with Grindstone Sync. Epiforge uses this information to provide the service, understand traffic and downloads on our web site, provide you with technical support, improve the web site, and provide the best online experience possible for our customers. Epiforge will not sell your personal information to third parties. Epiforge will not disclose your personal information, including the contents of your Sync Data with Grindstone Sync, to third parties unless disclosure is, in Epiforge's judgment, necessary to comply with law.
Regarding Children. Epiforge is very concerned about protecting the privacy of children. Epiforge does not intend to collect any personally identifiable information from children under 13 years old or knowingly distribute such information. Children under 13 are not permitted to use Epiforge's web site, and we request that children under 13 not submit any personally identifiable information to Epiforge. If a child under 13 has provided Epiforge with personally identifiable information, the parent or guardian of that child should contact Epiforge immediately at email@example.com to delete this information from our files.
Secure Features. Epiforge takes your privacy and the security of your data very seriously. Grindstone Sync is built with a series of administrative, physical and technical safeguards designed to protect your Sync Data.
Restricted Access. Your Sync Data may be accessed using Grindstone. Although Epiforge makes good faith efforts to store your personal information and Sync Data in a secure operating environment that is not accessible to unauthorized users, Epiforge cannot guarantee complete security. By using such products and services, you knowingly accept this risk.
Network Security. Epiforge utilizes independent third party consultants to review the safety and security of your Sync Data and routinely checks its systems for vulnerabilities to ensure that your Sync Data is safe.
Payments. Epiforge accepts payment via a valid credit or debit card. Fees paid for subscriptions to Grindstone Sync are non-refundable. If your subscription has been suspended for non-payment, it will only be reactivated upon payment, in full, of all overdue fees. Your subscription will not be activated or reactivated without prior payment. Monthly fees are due and payable fourteen (14) calendar days following the month in question. Incomplete or incorrect sign-up information may result in inactivation of your subscription.
Fee Amounts. Fee amounts, and the underlying the calculations used to derive them, are available on the Epiforge web site. Fees are subject to change at Epiforge's sole discretion.
Credit and Debit Cards. It is a violation of law for you to misuse or fraudulently use credit and debit cards. Epiforge will report all misuse and fraudulent use to government authorities, credit reporting services, financial institutions and credit card companies.
Discrepancies. Your right to raise billing discrepancies and any associated recovery is waived unless reported to Epiforge at firstname.lastname@example.org within sixty (60) calendar days after such discrepancy is discovered.
Enhancements. Epiforge may (i) automatically update Grindstone Sync without your prior notice, (ii) upgrade, enhance, change and modify (collectively, the "Enhancements") Grindstone Sync, or (iii) discontinue or retire Grindstone Sync or any aspect or feature of Grindstone Sync at any time and from time-to-time in its sole discretion. Any Enhancements made available to you will be subject to these Terms. Epiforge will use reasonable efforts to provide notice of material changes to Grindstone Sync or changes to these Terms by emailing you at the address provided in your registration and by posting them to www.epiforge.com/legal/grindstoneSyncTermsOfUse. It is your responsibility to periodically check Epiforge's web site to inform yourself of any such modifications. Changes to these Terms, which may be made in Epiforge's sole and exclusive discretion, will be effective upon acceptance of these Terms (as described herein) for new subscriptions and effective for all existing users thirty (30) calendar days after the posting of the new Terms on Epiforge's web site at www.epiforge.com/legal/grindstoneSyncTermsOfUse. You agree to be bound to these Terms, as modified. If you do not agree to the modified Terms you are not permitted to use Grindstone Sync and must terminate your subscription immediately.
Feedback. You may provide feedback to Epiforge with respect to Grindstone Sync. Epiforge may use feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the feedback, you hereby grant Epiforge an irrevocable, non-exclusive, perpetual, royalty free license to use the feedback in connection with Epiforge's business, including enhancement of Grindstone Sync.
Term and Termination. These Terms and your license to Grindstone Sync will commence at the time and on the day you click the "I AGREE" button, or access or use Grindstone Sync, whichever is earlier. These Terms, your license and your subscription to Grindstone Sync will automatically terminate or expire upon the earlier of (i) non-renewal, cancellation, or expiration of your subscription or your failure to pay invoices when due, (ii) Epiforge's discontinuance of Grindstone Sync, or (iii) failure to comply with these Terms. If any third party makes an intellectual property infringement claim relating to Grindstone Sync, Epiforge reserves the right to immediately terminate your subscription. EPIFORGE MAY, IN ITS SOLE DISCRETION, DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF GRINDSTONE SYNC, INCLUDING SUSPENDING OR TERMINATING YOUR LICENSE AND SUBSCRIPTION WITH EPIFORGE IF YOU ARE USING GRINDSTONE SYNC IN A MANNER NOT INTENDED OR IN VIOLATION OF LAW.
Effect of Non-Renewal or Termination. Upon any non-renewal, termination, or expiration of your subscription to Grindstone Sync (i) the license granted herein will automatically and immediately terminate and you will have no further right to use Grindstone Sync, (ii) your access to Grindstone Sync may be disabled by Epiforge without notice to you, and (iii) you will have the right to access or retrieve your Sync Data for only sixty (60) calendar days. You acknowledge and agree that Epiforge's policy is to automatically suspend your Grindstone Sync account upon non-renewal, termination, or expiration of your subscription to Grindstone Sync and that it is solely your responsibility to seek another source for your needs.
Grindstone Sync. GRINDSTONE SYNC MAY CONTAIN OR EPIFORGE MAY PROVIDE TO YOU THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING, OR YOU MAY OBTAIN THIRD PARTY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING FROM THIRD PARTIES DIRECTLY, ("THIRD PARTY COMPONENTS"). GRINDSTONE SYNC, ALL THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE ARE PROVIDED "AS IS," "WHERE IS," "AS AVAILABLE," "WITH ALL FAULTS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, WITHOUT WARRANTY OF ANY KIND. EPIFORGE AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO GRINDSTONE SYNC, THE THIRD PARTY PRODUCTS AND ALL BETA SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OF SYNC DATA AND PERFORMANCE OF GRINDSTONE SYNC. EPIFORGE DOES NOT WARRANT THAT GRINDSTONE SYNC, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF GRINDSTONE SYNC, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN GRINDSTONE SYNC, THIRD PARTY COMPONENTS, OR BETA SOFTWARE WILL BE CORRECTED, OR THAT ENCRYPTION ALGORITHIMS, ASSOCIATED KEYS AND OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. YOU UNDERSTAND AND AGREE THAT YOUR USE AND ACCESS OF GRINDSTONE SYNC, THIRD PARTY COMPONENTS AND ALL BETA SOFTWARE IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER, SOFTWARE AND THE LOSS OF TEAM DATA THAT RESULTS FROM THE USE THEREOF. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EPIFORGE SHALL CREATE ANY ADDITIONAL EPIFORGE WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF EPIFORGE'S OBLIGATIONS HEREUNDER. YOU HEREBY WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST EPIFORGE AND ITS AFFILIATES, SUPPLIERS AND LICENSORS ARISING OUT OF YOUR USE OF GRINDSTONE SYNC, THIRD PARTY COMPONENTS AND BETA SOFTWARE. GRINDSTONE SYNC MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT EPIFORGE DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I) VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA, OR SOFTWARE, OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. EPIFORGE SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.
Beta Applications. Epiforge may designate certain Enhancements and new releases of Grindstone Sync as "Beta Software." Beta Software is not ready and is not intended for use in a production environment. At this early stage of development, operation of the Beta Software may be unpredictable and lead to erroneous results. You acknowledge and agree that (i) the Beta Software is experimental in nature and has not been fully tested, (ii) the Beta Software may not meet your requirements or perform as intended, (iii) use of the Beta Software may not be uninterrupted, error free, or free of faults, (iv) your use of the Beta Software is for the sole purpose of evaluating and testing the product and providing feedback to Epiforge, and (v) you shall inform your employees, staff members and other users regarding the nature of the Beta Software. Your use of the Beta Software is and shall be subject to these Terms.
Indemnification; Limitation of Liability. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR YOUR CONDUCT, YOUR DATA, AND YOUR TEAM DATA RELATED TO GRINDSTONE SYNC. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD EPIFORGE, AND ITS OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, SUPPLIERS AND LICENSORS HARMLESS FROM AND AGAINST ANY AND ALL LOSS, COST, DAMAGE, LIABILITY AND EXPENSE (INCLUDING ATTORNEYS' FEES, EXPERT FEES AND OUT-OF-POCKET EXPENSES) ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH YOUR BREACH OF THESE TERMS, YOUR USE OF GRINDSTONE SYNC, OR YOUR TEAM DATA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EPIFORGE OR ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY COST TO PROCURE SUBSTITUTE SERVICES OR DATA, OR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOSS OF DATA AND TEAM DATA, BUSINESS INTERRUPTION, OR LOST REVENUES, ARISING OUT OF YOUR USE OR INABILITY TO USE GRINDSTONE SYNC, THIRD PARTY COMPONENTS, OR BETA SOFTWARE, OR YOUR USE OF DATA OR FILES STORED THEREIN, EVEN IF EPIFORGE HAS BEEN ADVISED ABOUT THE POSSIBILITY OF SUCH DAMAGES (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)). IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF EPIFORGE AND ITS AFFILIATES, SUPPLIERS AND LICENSORS FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE LICENSE FEES PAID BY YOU TO EPIFORGE IN THE TWELVE (12) CALENDAR MONTHS PRIOR TO THE DAMAGES ARISING. IF GRINDSTONE SYNC IS PROVIDED TO YOU WITHOUT CHARGE, THEN EPIFORGE SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. THE FOREGOING TERMS SET A LIMIT ON THE AMOUNT OF DAMAGES PAYABLE AND ARE NOT INTENDED TO ESTABLISH LIQUIDATED DAMAGES. YOU EXPRESSLY RECOGNIZE AND ACKNOWLEDGE THAT SUCH LIMITATION OF LIABILITY IS AN ESSENTIAL PART OF THIS AGREEMENT AND IS AN ESSENTIAL FACTOR IN ESTABLISHING THE PRICE OF GRINDSTONE SYNC. Some jurisdictions do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so some of the foregoing terms may not apply to you.
These Terms shall be governed, construed and enforced in accordance with the laws of the State of Georgia without reference to conflicts of law principles. The parties agree that the exclusive jurisdiction of any actions arising out of, relating to, or in any way connected with these Terms, shall be in the state or federal courts, as applicable, located in the City of McDonough or the County of Henry, Georgia.
Any dispute, controversy, or claim arising out of or relating to this Agreement, including the arbitrability of the matter or the formation, interpretation, scope, applicability, termination, or breach thereof, shall be referred to and finally determined by arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures, or JAMS International Arbitration Rules, if the matter is deemed "international" within the meaning of that term as defined in the JAMS International Arbitration Rules. The arbitration shall be administered by JAMS, shall take place before a sole arbitrator, and shall be conducted in Atlanta, Georgia. If the JAMS International Arbitration Rules apply, the language to be used in the arbitral proceedings will be English. Judgment upon the arbitral award may be entered by any court having jurisdiction. This section shall apply to and require arbitration of all disputes, controversies and claims, regardless of whether such disputes, controversies, or claims concern a single individual, entity, or other person, multiple individuals, entities, or other persons, or classes of individuals, entities, or other persons.
Lawful Use. You shall not use Grindstone Sync to store or distribute any illegal data. You shall defend, indemnify and hold Epiforge harmless from and against any and all damages, fines, penalties, assessments, liabilities, costs and expenses (including attorneys' fees, expert fees and out-of-pocket expenses) arising out of any claim that you are storing or distributing any illegal data.
Government Use. For the avoidance of doubt, Grindstone Sync constitutes commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to these Terms as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to these Terms as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFARS") and its successors.
General. These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. In particular, if you are a current licensee of Grindstone Sync, these Terms shall supersede your existing license agreement and that agreement shall be of no further force or effect. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of these Terms. As used in these Terms, the words "include" and "including," and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words "without limitation." If one or more of the provisions herein shall be held invalid, illegal, or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any subsequent default or breach. If you or Epiforge cannot perform its obligations under these Terms because of any act of God, accident, strike, court order, fire, riot, war, failure of third party equipment, or any other cause not within the affected party's reasonable control and that could not be avoided through the exercise of reasonable care and diligence (a "Force Majeure Event"), then the non-performing party will: (i) promptly notify the other party; (ii) take reasonable steps to resume performance as soon as possible; and (iii) not be considered in breach during the duration of the Force Majeure Event. If a Force Majeure Event continues for five (5) or more business days, Epiforge may terminate your subscription to Grindstone Sync and these Terms by providing written notice to you. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. The following provisions shall survive termination or expiration of this Agreement: Account Access and Ownership; Effect of Non-Renewal or Termination; Disclaimer of Warranties; Indemnification; Limitation of Liability; Governing Law and Arbitration; and Additional Terms. Any inconsistency between these Terms in English and these terms in any other language shall, to the fullest extent permitted by applicable law, be resolved by reference to the English version.