These Software Terms shall only apply to Grip Services Order Forms in which Customer has elected to receive Software Services from Grip. By executing the Service Order Form and/or accepting the Software Services, Grip and Customer agree to these Software Terms and the General Terms. Capitalized terms not defined herein are defined in the General Terms.  

Grip may from time to time change these Software Terms. Any changes are effective immediately upon posting on Grip’s website at https://www.Gripshipping.com/software-terms.  

1. Definitions.  

“Anonymizing Data” means the process by which any information that may identify Customer or a natural person is removed, and the remaining data is aggregated or de-identified data from which Customer or an individual cannot be identified by any third party.  

“Competitor” means any third party that makes commercially available solutions to assist shippers to manage inventory, orders, and distribution, or provides data visibility and analytics similar to Software Services.   

“Customer Information” means the name, mailing address, telephone number, e-mail address, and any other personally identifying information of Customer provided by or obtained in connection with the performance of Services; provided, however, Customer Information does not include Grip Data. Customer Information is Confidential Information of Customer.   

“IP Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction.  

“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.   

“Software Services” means Grip’s cloud-based platform service, and any other subscription services provided by Grip. Software Services include, without limitation, an internet-based technology designed to enable Users to manage inventory, orders, shipments, and distribution to provide data visibility and analytics regarding those activities in a single platform which may connect to Third Party Applications via EDI, API, flat-file, or other means to transmit data. Software Services include software files and other computer information including algorithms, computer programs, object code, icons, web designs, web applications, databases, database management systems, and screen layouts.  

“Grip Content” means any data and information with or related to the Software Services provided by Grip to Customer. All Grip Content is Confidential Information of Grip.   

“Third-Party Application” means system functionality that interoperates with Services, via integration or otherwise, that is provided by Customer or a third party, including, without limitation enterprise resource planning systems, shopping cart applications, and warehouse/transportation management systems.  

“User” means, an individual who is authorized by Customer and Grip to use Software Services, and to whom has been supplied a user identification and password for utilizing Software. Users may include, for example, employees, consultants, contractors, and agents of Customer, and third parties with which Customer transacts business.  

“User Content” means all data and information submitted by or for Customer and its Users to the Services, including Customer Information, but excluding Grip Content and Third-Party Applications. User Content is Confidential Information of Customer.  

2. Access. Grip provides Customer with a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to access and use Software Services solely for Customer’s internal business use by Users during the Term set forth in the applicable Service Order Form or SOW.  

3. Restricted Use. Software Services are Confidential Information of Grip. Customer may access Software Services solely for Customer’s or its Affiliates’ internal business purposes. Each User account is valid for one User only and may not be shared concurrently or otherwise by or among multiple Users. Customer may not use Software Services to provide any software application that creates revenues through any software leasing, software sales, embedded solution products, or subscription-based web services.  Under no circumstances shall any User do the following, any of which shall constitute a breach of this Agreement and give Grip the immediate right to terminate the Agreement or the right to revoke or deny access to the Software Services to any User:   

(a) copy, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Software Services or any portion thereof;   

(b) sell, resell, license, sublicense, distribute, rent or lease Software Services;   

(c) remove any proprietary or copyright notices on the Software Services;   

(d) use any device, software, or routine intended to damage or interfere with the intellectual property rights or the proper operation of any aspect of the Software Services;   

(e) permit direct or indirect access to or use of any Software Services in a way that circumvents a contractual usage limit;   

(f) use any of Grip’s intellectual property except as permitted under this Agreement or an SOW;   

(g) send or store spam, infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights;   

(h) use Software Services to store or transmit Malicious Code;   

(i) attempt to gain unauthorized access to Software Services or its related systems or networks;   

(j) access or use Software Services as a Competitor, or allow access to a Competitor;   

(k) allow or use Software Services for purposes of competitive analysis or the development of a competing product; or   

(l) cause or permit any third party to do any of the foregoing.   

4. Customer Responsibilities. Customer shall: (a) monitor and be solely liable for its Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality, legality and means of acquiring its User Content, the means by which Customer acquired User Content, Customer’s use of User Content with the Services, and the interoperation of any Third-Party Applications with which Customer uses Services; (c) use commercially reasonable efforts to prevent unauthorized access to Software Services, and notify Grip promptly of any such unauthorized access; and (d) use Software Services only in accordance with this Agreement and applicable law. Customer is solely responsible for all User Content that Customer makes available through the Services, and that the User Content abides by all applicable privacy laws. Except to the extent caused solely by Grip’s violation of this Agreement, Grip will not be liable for Customer’s losses caused by any unauthorized use of Customer’s account; (e) disclose Personal Data only for the purposes outlined in the Agreement and only in accordance with instructions as documented in this Agreement and the Grip Data Processing Addendum; (f) comply with applicable international, federal, state, and local laws; (g) comply with civil, criminal, or regulatory inquiry, investigation, subpoena, or summons by federal, state, or local authorities; (h) inform Grip in writing and provide Grip with a reasonable opportunity to challenge authorities’ lawful requests for production of information.   

5. Intellectual Property Rights.   

5.1 As between Customer and Grip, Customer owns and retains: (i) the Customer Information; (ii) Customer’s name, logo, and other trademarks, and (iii) all IP Rights in and to any of the foregoing.   

5.2 As between Customer and Grip, Grip owns and retains: (i) the Software Services, and all improvements, enhancements, derivatives, or modifications made by any party; (ii) the Grip Content and Grip Data (iii) any software, applications, inventions or other technology developed by Grip in connection with providing the Software Services; (iv) Grip’s name, logo, and other trademarks; and (v) all IP Rights in and to any of the foregoing.    

6. User Content and Ownership.  Customer grants Grip a non-exclusive, non-transferable, non-assignable, non-sublicensable (except as set forth herein), revocable and limited worldwide license to use User Content as reasonably necessary for Grip to perform the Services. Grip will only disclose User Content to its employees, contractors, and Affiliates that: (i) need to know that information in order to process it on Grip’s behalf or to provide the Services, (ii) with entities Grip has a contract in place that have agreed not to disclose it to others, (iii) with law enforcement agencies and regulatory bodies with applicable jurisdiction pursuant to a lawful order. By submitting or uploading User Content to the Services, Customer, notwithstanding any provision to the contrary, grants Grip a worldwide, royalty-free, perpetual, and non-exclusive license to generate patterns, trends, knowledge, metadata, other insights, and the derivatives thereof, by: (i) Anonymizing Data; and/or (ii) utilizing anonymous learnings, logs, and data regarding use of Grip products or Services (collectively, “Grip Data”). The Parties agree that Grip Data shall belong to Grip and that Grip may use Grip Data for any business purpose during or after the Term of this Agreement (including without limitation to develop, provide, operate, maintain and improve Grip products and Services, and to create and distribute reports and other materials). Grip Data does not grant Grip any ownership rights to Customer Information.   

7. Integration Services and Third-Party Applications. If agreed to in the applicable Service Agreement or SOW, Grip may configure the Software Services by integrating mutually agreed upon Customer systems and Third-Party Applications. Grip’s ability to integrate these systems is subject to the Software Services’ compatibility with the Third-Party Application that Customer uses. Customer may only utilize the number of Third-Party Application integrations or the specific Third-Party Application integrations identified in the Service Agreement as part of the initial integration services that are included with the mutually agreed upon fees. Additional integration services are available as agreed in writing and subject to additional fees. By requesting Grip to integrate a Third-Party Application, Customer grants permission to Grip to access such Third-Party Application on its behalf solely for the performance of Services under this Agreement. The providers of Third-Party Applications may require Customer to accept additional terms and pay an additional fee to use such Third-Party Applications. If Customer elects to install or enable Third-Party Applications for use with the Grip Services, Customer permits Grip to grant such Third-Party Applications access to User Content, as required for the interoperation and support of such Third-Party Applications with the Grip Services. Grip is not responsible and provides no warranty with respect to Third-Party Applications and their use of User Content or for the security practices (or any acts or omissions) of such third-party service providers or Third-Party Applications. The Software Services may contain links to the Third-Party Application websites or resources. Grip provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources or links displayed on such sites. Customer acknowledges sole responsibility for, and assumes all risk arising from, Customer’s use of any Third-Party Application websites or resources. Grip will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond Grip’s control.  

8. Data Security. Grip will use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration or disclosure of the Software Services and User Content. Grip, however, will have no responsibility for errors in transmission, Third-Party Applications, unauthorized third-party access, or other causes beyond Grip’s control.  

9. Technical Support Services. “Technical Support Services” are included with the Software Services and encompass the following: (i) providing periodic updates to Software Services from time to time, as Grip determines in its sole discretion; and (ii) responding to the technical questions regarding the Grip Software Services (e.g., login issues or browser error messages) by Users.   

9.1 Grip provides technical support services 5 days a week from 8:30 a.m. to 5:30 p.m., Monday through Friday, Eastern Time (ET), not including holidays. Grip will respond within a reasonable period during normal business hours to technical questions that Customer emails via support@Gripshipping.com. Grip is not responsible for issues relating to: (i) Third-Party Applications; (ii) Customer’s changes to application protocol interfaces; or (iii) Customer’s failure to use the Software Services in accordance with its documentation.  

10. Hosting Services. Hosting services are included with the Software Services and involve maintaining the Software Services on a unique website on the internet so that it is accessible for Users through a third-party hosting infrastructure, 24 hours a day, 7 days a week. Grip shall use reasonable efforts to minimize the amount of time the Software Services are unavailable. Grip is not responsible for Users’ internet connections. Customer understands and agrees that from time to time the Software Services may be inaccessible or inoperable during normal business hours in the event of periodic maintenance procedures or repairs which Grip deems necessary and may undertake. Grip will not be liable for failure to provide access to the Software Services due to any emergency maintenance, any system failure, any failures of Customer’s equipment or systems, or due to other acts outside of Grip’s reasonable control.  

11. Disclaimer of Warranties. GRIP DISCLAIMS WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. GRIP DOES NOT WARRANT THAT THE SOFTWARE SERVICES ARE ERROR-FREE. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND THAT CUSTOMER’S USE OF THE WEBSITE AND THE SERVICES IS AT CUSTOMER’S SOLE RISK. SOFTWARE SERVICES MAY ALSO BE SUBJECT TO INTERRUPTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET. CUSTOMER ACKNOWLEDGES THAT GRIP IS NOT RESPONSIBLE FOR ANY INTERRUPTIONS OR DELAYS CAUSED BY ITS OR CUSTOMER’S INTERNET SERVICE PROVIDERS.  

12. Indemnification by Customer. To the fullest extent permitted by applicable law, Customer shall defend, indemnify and hold harmless Grip and its Affiliates, officers, employees, agents, and representatives from and against any action, cause, claim, damage, debt, demand, or liability, including reasonable costs and attorney’s fees, asserted by any third party arising out of or relating to: (a) breach of these terms, warranties, or obligations hereunder; (b) Customer’s and its Users’ use of the Software Services, including any User Content, and Malicious Code from Third-Party Applications; (c) any unacceptable use of the Software Services by Customer or its Users; (d) any intentional or negligent act or omission of Customer or its Users; or (e) Customer’s or its Users’ violation of any third-party rights, including, without limitation, any intellectual property or privacy right.  

13. Modification of Software Services. Grip may modify the Software Services, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements.