Grey Space Consulting, LLC Terms of Use last updated November 7, 2022

 

Terms

PLEASE READ THESE TERMS CAREFULLY. THIS IS A BINDING CONTRACT. Welcome to the Grey Space Consulting, LLC (“Grey Space” or “we”) Button App, a Zendesk plug-in application (“App”).

THESE TERMS OF USE (“TERMS”) MAY CHANGE FROM TIME TO TIME. WE WILL NOTIFY YOU OF ANY MATERIAL CHANGES TO THESE TERMS BY POSTING A NOTICE ON THE HOMEPAGE OF THE APP FOR A REASONABLE PERIOD OF TIME AFTER SUCH CHANGES ARE MADE, EMAIL YOU NOTICE OF SUCH CHANGES TO THE EMAIL ADDRESS ON FILE THROUGH YOUR REGISTRATION AND BY CHANGING THE "LAST UPDATED" DATE AT THE TOP OF THIS PAGE. WE ENCOURAGE YOU TO CHECK THIS PAGE PERIODICALLY FOR ANY CHANGES. YOUR CONTINUED USE OF THE APP FOLLOWING THE POSTING OF CHANGES TO THESE TERMS WILL MEAN YOU ACCEPT THOSE CHANGES.

IN ADDITION, WHEN USING PARTICULAR SERVICES OR FEATURES, YOU SHALL BE SUBJECT TO ANY POSTED GUIDELINES OR POLICIES APPLICABLE TO SUCH SERVICES OR FEATURES THAT MAY BE POSTED FROM TIME TO TIME. THE PRIVACY POLICY AND ALL SUCH GUIDELINES OR POLICIES ARE HEREBY INCORPORATED BY REFERENCE INTO THESE TERMS. YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE APP.

Acceptance Of Terms:

Your access to and use of the App is subject exclusively to these Terms and your Subscription Agreement. You will not use the App for any purpose that is unlawful or prohibited by these Terms. By using the App, you are fully accepting the terms, conditions and disclaimers contained in these Terms. If you do not accept these Terms, you must immediately stop using the App.

Intellectual Property:

All data, text, images, logos, photographs, graphics, audio, video, documents, trademarks, copyrights and other information and content available on or through the App (“Content”), is the property of Grey Space or its licensors.  The Content is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title and interest in and to the Content. The App as a whole is protected by copyright and trade dress, all worldwide rights, titles and interest in and to which are owned by Grey Space.

Except as expressly authorized by these Terms or on the App, you may not copy, reproduce, reverse engineer, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works or otherwise use any of the aforementioned copyright or trademark materials in any form or by any means, without the prior written authorization of Grey Space or the respective copyright/trademark owner. Grey Space authorizes you only to use the App and Content for your personal, non-commercial use, provided that you keep intact all copyright and other proprietary notices contained in the original versions of said materials.

You agree that you will not: (1) use the Content in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Content other than in accordance with the terms, conditions and restrictions herein; (2) take any other action that would jeopardize or impair Grey Space’s rights as owner of the Content or the legality and/or enforceability of the Content, including, challenging or opposing Grey Space’s ownership in the Content; (3) apply for trademark registration or renewal of trademark registration of any of the Content, any derivative of the Content, any combination of the Content and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Content; (4) use the Content on or in connection with any service or activity that is in violation of any law, statute, government regulation or standard.

Grey Space takes no responsibility and assumes no liability for anything sent to us through or input into the App, or for any loss or damage resulting therefrom, nor is Grey Space liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity or profanity you may encounter when using the App. Your use of the App is at your own risk. In addition, these rules do not create any private right of action on the part of any third-party or any reasonable expectation that the App will not contain any content that is prohibited by such rules. Grey Space reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Grey Space's sole discretion.

Errors and Inaccuracies:

We always strive to provide complete, accurate, up-to-date information on our App. Unfortunately, despite those efforts, human or technological errors may occur. This App may contain typographical mistakes, inaccuracies, or omissions, some of which may relate to error logs or processes. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information at any time without prior notice.

Non-Confidential Information:

Please do not send to us any confidential or proprietary information through this App. Any information, materials, suggestions, ideas or comments sent to us will be considered non-confidential, and by submitting it, you are giving us the absolute right to use, modify, reproduce, transmit, display and distribute it for any purpose whatsoever, with no payment or other compensation to you. However, we will not use your name unless we are required by law to identify the source of the materials, information, suggestions, ideas or comments, or unless we first obtain your permission.

Disclaimers And Limitation Of Liability:

The following disclaimers are made on behalf of Grey Space, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

THE APP AND ALL CONTENT ON OR AVAILABLE THROUGH THE APP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. GREY SPACE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, GREY SPACE MAKES NO WARRANTY THAT: (A) THE APP, WILL MEET YOUR REQUIREMENTS; (B) THE APP WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APP WILL BE ACCURATE, TIMELY, OR RELIABLE; OR (D) THE QUALITY OF THE APP WILL MEET YOUR EXPECTATIONS. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE APP AND ANY THIRD-PARTY APP. GREY SPACE SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE APP OR ANY THIRD-PARTY APP.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APP IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

IF THE JURISDICTION YOU ARE IN DOES NOT ALLOW FOR THE EXCLUSION OF CERTAIN WARRANTIES, THEN SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN CERTAIN CIRCUMSTANCES.

IN NO EVENT WILL GREY SPACE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “GREY SPACE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE APP, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE APP, RELIANCE OR USE OF ANY INFORMATION OBTAINED ON OR THROUGH THE APP OR THESE TERMS, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN JURISDICTIONS MAY NOT ALLOW 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 MAY HAVE ADDITIONAL RIGHTS.

Indemnity:

You will defend, indemnify, and hold Grey Space including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the App and participation in the App, including: (1) your breach of these Terms or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party as a result of your own interaction with such third party; (3) your use or reliance on any information provided on or through the App; (4) any other activities in connection with the App. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Links To Third Party Websites

The App may include links to third party websites that are controlled and maintained by others. Any link to other websites is not an endorsement of such websites and you acknowledge and agree that we are not responsible for the content or availability of any such sites.

Optional Tools:

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input. You acknowledge and agree that we provide access to such tools, “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools. Any use by you of optional tools offered through the App, or as a function of the Service, is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s). We may also, in the future, offer new services and/or features through the App (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.

Additionally, Grey Space may provide other third-party content on the App (collectively the “Third-Party Content”). Grey Space does not control or endorse any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including without limitation regarding its accuracy or completeness. Please be aware that we do not create Third Party Content, update, or monitor it. Therefore, we are not responsible for any Third-Party Content on the App.

Termination:

To the fullest extent permitted by applicable law, Grey Space reserves the right, without notice and in our sole discretion, to terminate your license to use the App and to block or prevent your future access to and use of the App, including where we reasonably consider that: (a) your use of the App violates these Terms or applicable law; (b) you fraudulently use or misuse the App; or (c) we are unable to continue providing the App to you due to technical or legitimate business reasons. To the fullest extent permitted by applicable law, your only remedy with respect to any dissatisfaction with (i) the App, (ii) any term of these Terms, (iii) any policy or practice of Grey Space in operating the App, or (iv) any content or information transmitted through the App, is to discontinue use of any and all parts of the App.

Force Majeure:

In case of force majeure, we are not obliged to fulfil our obligations. In that case we may either suspend our obligations for the duration of the state of force majeure or definitely repudiate these Terms.

Events of force majeure are all circumstances external to our will and control that render the respect of our obligations completely or partly impossible. Such events include, but are not limited to, any Act of God, epidemic, pandemic, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood, disruption of energy supplies or telecommunication networks or communication systems and/or the temporary down-time of the App, or any other natural or man-made eventuality outside of our control, which causes the termination of an agreement or contract entered into, nor which could have been reasonably foreseen. In the case of a force majeure event, you are responsible for filing claims with the proper third-party entities.

Geographical Use:

Although this App may be accessible and available for purchase worldwide, the materials on this App may not be available for use in locations outside the United States of America. Furthermore, we make no claims that the App is accessible or appropriate outside of the United States. Access to the App may not be legal by certain persons or in certain countries. If you access the App from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Arbitration:

In the event of any dispute, controversy or claim between the parties hereto arising out of or relating to these Terms, the parties shall first seek to resolve the dispute in good faith through informal discussion. If said discussions are unsuccessful, the parties will adhere to the dispute resolution policies in the Subscription Agreement.

In the event of any dispute, controversy or claim between the parties hereto arising out of or relating to these Terms, the parties shall first seek to resolve the dispute in good faith through informal discussion. You agree that before initiating any dispute or arbitration proceeding, the parties will attempt to negotiate an informal resolution of any dispute and then proceed with mediation.

If a resolution is not achieved through informal resolution or mediation, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association (AAA) in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third party complaint, cross-claim or counterclaim and if a party in a pending legal proceeding demands a claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in the County of Los Angeles California. A single arbitrator will be appointed by the AAA and shall be a practicing attorney or retired judge having experience with and knowledge of payroll and online commerce law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including attorneys’ fees and expert witness fees. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that these Terms evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in these Terms.

CLASS ACTION AND JURY TRIAL WAIVER. TO THE EXTENT PERMISSIBLE BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR COLLECTIVE ACTION (COLLECTIVELY “CLASS ACTION WAIVER”). THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR ENGAGE IN ANY CLASS ARBITRATION. USER AGREES THAT, BY ENTERING INTO THESE TERMS, USER AND HAPPY CAMPER ARE EACH VOLUNTARILY AND IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Further, if the parties’ dispute is resolved through arbitration, neither AAA nor the arbitrator may consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Section shall be null and void.

In any lawsuit in which (1) the complaint is filed as a class action or collective action; and (2) the civil court of competent jurisdiction in which the complaint was filed finds the Class Action Waiver is unenforceable (and such finding is confirmed by appellate review if review is sought), the Class Action Waiver shall be severable from these Terms and in such instances, the class action, collective action must be litigated in a civil court of competent jurisdiction and not as a class or collective.

Governing Law and Jurisdiction:

These Terms, the Privacy Policy and any separate agreements whereby we provide you services shall be governed by the laws of the State of California. The parties agree exclusive jurisdiction shall be in Los Angeles County, California for any and all issues arising out of the Terms or any related documents or transactions.

Electronic Signature Agreement:

By selecting the “I Accept” button, you are agreeing to sign these Terms electronically. You agree your electronic signature is the legal equivalent of its manual signature on these Terms. By selecting “I Accept” you consent to be legally bound by these Terms’ terms and conditions. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide Grey Space instructions electronically, or making any acceptance of any agreement, acknowledgement, consent terms, disclosures or conditions constitutes your signature (herein after referred to as “E-Signature”), acceptance and agreement as if actually signed by you in writing. You further agree that no certification authority or other third-party verification is necessary to validate your E-Signature and that the lack of such certification or third-party verification will not in any way affect the enforceability of your E-Signature or any resulting these Terms between Grey Space and yourself.

Miscellaneous:

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, the Privacy Policy and any other policies or operating rules posted by us on this App or in respect to the App constitutes the entire agreement and understanding between you and us and govern your use of the App, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or your use of the App. You may not assign the Terms or any of your rights or obligations under the Terms without our express written consent. The Terms inure to the benefit of our successors, assigns and licensees. The section titles in these Terms are for convenience only and have no legal or contractual effect.