General Purpose. The Terms and Conditions Agreement (“Agreement”) is between you (“Purchaser,” “you,” “your”) and Gray Falkon LLC (“Company,” “we,” “us,” “our”) for the purpose of purchasing or otherwise obtaining digital products and/or services (our “Technology”) whether through the Company’s website at https://grayfalkon.com or any related domains or subdomains (the “Website”). The Company and the Purchaser will collectively be referred to as “Parties,” and each individually as a “Party.” 

By clicking “I agree to Gray Falkon LLC’s Terms of Service and Privacy Policy”, you certify that you will adhere to and be bound by the following terms and conditions, together with our Privacy Policy, all of which are hereby incorporated by reference (the “Terms”):

Scope of Products. Our Technology includes but are not limited to: proprietary software, marketplace platform seller-messaging technology, marketplace communication technology, account access, digital downloads, reports, lists, instructions, customer audit data, customer audit instructions, product inventory and/or other product-based analytics and services. 

Product Delivery. When you make a purchase and submit your payment, you will be provided with the Technology as detailed on the Website and/or as you selected prior to purchase. Please note that the delivery of our Technology may differ from the timelines indicated on the Website at the time of purchase. 

Disclaimer. You understand and agree that the content included in any of the Technology is merely informational in nature and does not represent any level of legal, medical, financial, or other professional industry-specific advice. As such, our Company will not be responsible for any damages that result from the use of the Technology.

No Warranties + No Guarantees. We are providing the Technology on this Website on an “As-Is” basis for individual use by you at your own risk and without any warranties, whether express or implied, including, but not limited to warranties of title; merchantability; fitness for a particular use; or any rights or licenses in these Terms. The Company makes no warranty as to the accuracy and reliability of information set forth in the Technology, the Website, and Company-related documentation. The Company makes no warranty as to the accuracy and reliability of the data and information obtained by the Company. You understand and agree that utilizing the Technology does not guarantee specific results, such as the eviction of sellers from your listings, Amazon taking action as a result of reported violations through the CX audit product, and financial or other business gains for you personally and/or for the business. The information included in the Technology is provided for informational purposes only and you are responsible for implementing any interpretation of the information and any action you undertake, or do not undertake, arising from your interpretation of the information provided by the Technology. 

License for Use (Company). By purchasing the Technology through our Website, you are agreeing to the Terms and, in return, you are granting to us a limited, non-transferable, non-exclusive, revocable license (“License”) to use your logo, name, trade name or other details you provide/submit to us for the purpose of using our Technology and Products. We may use the information you submit to assist with the CX audit product, reporting, and/or communicating with sellers. For example, if you purchase standard template(s) within the Seller Engagement product, your logo will be used for creating a professional letterhead (“Letterhead”), on which we will reproduce seller messaging content (“Letters”) to be sent on your behalf to sellers on one or more marketplace platforms.

You attest that to your best knowledge the rights granted in the License do not infringe, misappropriate, dilute or violate any intellectual property owned by any other Person or entity. 

By purchasing our Products, you attest you have the authority to bind the entity you represent to the Terms of this Agreement. 

By purchasing our Products, you also authorize the Company the right to communicate on your behalf directly with marketplace platforms as well as directly with marketplace resellers through the marketplace platforms that you indicate at the time of purchase. The Company reserves the right to cease, suspend, abate, phase out, and/or otherwise change the pace of communications with either the marketplace platform or any and all of the marketplace resellers at our own discretion and for whatever reason we determine. 

License for Use (Purchaser). By purchasing the Technology through our Website, you are granted a nonexclusive, non-transferable, non-sublicensable, revocable, fee bearing, limited right to access and use the Technology for your internal purposes. You agree not to (i) sell, license (or sublicense), lease, assign, transfer, pledge, or share any of the rights under this Agreement with or to anyone else; (ii) modify, alter, reverse engineer, disassemble, de-compile, translate the Technology and/or accompanying documentation, or grant any third party the right to do so; or (iii) violate any applicable laws or use the Technology for any activities or content that is illegal under applicable law.

Rights and Obligations in the Creation and Implementation of the Technology. Because of the nature of the Technology, you agree we have the right to receive input from you and make available to you our Technology based on the input, including but not limited to: i) gathering and reporting listing data on marketplace platforms from third parties at intervals determined by the Company and no more than once per day; ii) generating the Letters (on the Letterhead if you select the standard template(s)) to send to sellers gathered from the listing data; iii) sending the Letters to the sellers on the marketplace platforms using our proprietary messaging technology.

Based on certain selections and paid options of our Technology chosen by you at the time of purchase:

You agree to submit a list of marketplace identifiers (e.g., ASINs on Amazon) to us, which we will use to gather data and establish a marketplace footprint of the submitted ASINs only, including a list of associated sellers listing product on the ASINs. 

You agree that we have the right to use our own messaging content in Letters sent to sellers on your behalf. You also agree we have the right to send the Letters at our own timing and interval, as determined exclusively by us and our technology. 

You have the right to choose to submit to us your own customized messaging content for Letters, You attest you have the right and authority to submit messaging content to us on behalf of the entity you represent. You will not submit customized messaging content that is illegal, unlawful, offensive, dishonest, or would otherwise cause harm. 

We reserve the right to refuse to accept your customized messaging content for Letters, as determined by us in our sole discretion. 

You have the right to choose to submit to us your own customized Letters on your own customized Letterhead based on format and file-type criteria provided to you on the Website. We will not reconfigure the format or file-type of the Letters on customized Letterhead you submit to us before we send to the sellers. 

You have the right to submit to us a list of sellers that should not be contacted by us using the Letters (“Whitelisted Sellers”). We agree that if two or more Whitelisted Sellers are contacted by Letters, you are entitled to a refund of the Fees paid by you under the current Agreement (but not for any products or services provided by us on your behalf during any previous subscription period). 

We reserve the right to communicate with the sellers only through the regular cadence of the Letters as determined by the Technology, regardless of when and whether the sellers respond to the Letters or respond in any other way. 

You have the right to submit to us through the CX audit product the information you have gathered from “test buys” of products listed for sale on the marketplace platforms. You agree to follow the instructions provided by the CX audit product in submitting the information, such as through your account with the marketplace (e.g., Brand Registry on Amazon). We will capture the information you make available to us, such as, but not limited to, product information, seller information, product packaging information, and digital image information, and we will submit the information to the marketplace. At all times, whether in your possession, uploaded to us, or submitted to the marketplace, you retain all rights and ownership in and to the information, including any rights to the digital images and/or textual descriptions. We cannot and do not make any warranties, promises, or guarantees that the marketplace will act in any manner on the information submitted or even respond in any way thereto. We reserve the right to refuse to submit to the marketplace the information you have uploaded to us. Moreover, if the information has been submitted to the marketplace, we reserve the right to take, or not to take, additional action beyond the submission of the information to the marketplace, at our discretion, whether that action is cancellation, withdrawal, escalation, resubmission of the information, and/or not action at all. Lastly, we reserve the right to provide detailed directions to you to submit the information to the marketplace on your own. 

You have the right to create a user account on our Website by providing requested user information, such as name, address, company information, title, email address, and password. We reserve the right to cancel your user account at any time for any reason. 

You have the right to receive, or have access to, a report containing information about the use of our Technology for your benefit. The report may include details pertaining to, among other things at our discretion, an initial footprint of the ASINs you submitted, the number of sellers contained in the footprint, the number of Letters sent (in the course of the subscription period), confirmation that one or more Letters has been sent to a particular seller, confirmation that the CX audit product information was received by the marketplace, and a final footprint of the ASINs at the termination of the subscription period. 

Best Efforts. We shall exert best efforts with our Technology to effectuate the purposes of this Agreement and in accordance with the Products you purchase, but you acknowledge and agree that despite our best efforts, resellers may continue to sell products via the marketplace and/or the marketplace may take no action at all. You also acknowledge and agree that despite our best efforts, the marketplace may not accept the Letters (whether our own or customized by you).

Payment + Billing. By providing the Company with your preferred payment method, you represent that you: (i) are authorized to use, and (ii) authorize the Company to charge that payment method (the “Authorized Payment Method”) for any fees related to your purchase of the Technology, including without limitation fees relating to any paid feature of the Website and/or subscription service of the Company in which you have chosen to enroll (collectively, the “Fees”). You agree to complete all payments at the prices then in effect for the Technology you, or other persons using your billing account, select at the time of purchase. We reserve the right to change our Fees at any time. Unless otherwise indicated, all Fees are in US Dollars.

The Company reserves the right to stop accepting the Authorized Payment Method or the Purchaser’s payments. You must advise the Company at once if your payment method expires, you close your account, your billing address changes, your email address changes, or if your payment method is cancelled and replaced on account of loss or theft.

Return Policy. Due to the nature of Technology, we do not allow for returns or refund, except for under the provisions of these Terms. In addition, no modifications to your purchase will be granted once your purchase is made. 

Defects. The Parties agree that the Purchaser cannot withdraw from the Terms or demand a refund or price discount on the Fees in the event that the Product is defective, the defect can be remedied, and the Company is prepared to: i) remedy such a defect; ii) take steps towards remedying the defect of the Product without undue delay; and iii) remedy the defect within a reasonable period.

Subscriptions + Subscription Cancellations. When you purchase any Technology on an ongoing subscription basis (for example: weekly, monthly, quarterly, or annually), you are authorizing the Company to process incurred and recurring Fees until the subscription is terminated and all outstanding fees have been paid in full. You must keep a valid Authorized Payment Method on file with the Company. If we are unable to successfully process a payment of the Fees using your Authorized Payment Method, we will make a second attempt to process payment 2 days later, then we will make a final attempt 2 days following the second attempt if it is unsuccessful. If the final attempt is unsuccessful, we reserve the right to suspend or revoke your subscription until all current and outstanding Fees are paid. If outstanding Fees remain unpaid for 60 days following the suspension date, the Company reserves the right to refer your account to collections. The Purchaser has 15 days to notify the Company of any issues with recurring payments.

You are required to complete all payments for the subscription period you committed to at purchase. If “one-time” is not selected on the order summary page, the subscription service will auto-renew at the end of the subscription period for a period equal to the subscription period committed to at purchase and may be cancelled at any time in writing. If any payment is returned unpaid or the payment method is rejected during the subscription period, the Company or its service providers reserve the right to collect any applicable fees as permitted by law. If you fail to make any payment on time and fail to correct such missed payment within 15 days, the Company is permitted to cancel your participation in the program without notice. Upon cancellation, you agree and promise to pay the Company a cancellation fee no less than equal to the amount of any missed payments. The cancellation fee is due immediately, and the Company is authorized to use any credit card or bank account on file to collect such fee. The Company will have no further obligations to perform under these Terms following cancellation.

Chargebacks. By attempting a chargeback with your financial institution, you are expressly agreeing to pay the full cost of your original purchase, plus any fees or associated costs incurred by the Company. We have the right to present these Terms to your financial institution, any payment processing company and/or investigating agency concerning the attempted chargeback or financial dispute.  

Promotions + Discounts. We may occasionally market and/or advertise promotions, discounts, limited time offers, and/or bonuses (“Promotions”) to potential customers. You are entitled to take advantage of any active Promotions when you purchase our Technology. Promotions are offered manually and/or through automated campaigns at any given time and are not guaranteed to be available when you make a purchase through the Website. We reserve the right to change or alter any Promotions at any time and at our sole discretion. If you made a purchase of our Technology prior to any associated Promotions, we will not retroactively apply the Promotions.

Intellectual Property. The Company owns and retains all rights, titles, and interests in and to the Technology. Nothing in these Terms transfers any intellectual property ownership beyond the limited license described in the above section, and we reserve all rights not expressly granted to you. Permission to alter or modify the Technology in a way that is consistent with the Terms of Purchase does not grant you intellectual property ownership or the right to modify the Technology beyond these conditions, and in no way expands the limited license provided upon purchase.

You are not entitled to use the logo, name, trade name or other details of the Company on any of your advertising or other materials without our prior written consent.

All the intellectual property rights evidenced by or embodied in the Technology, are owned exclusively by us and our suppliers. The rights granted to you are limited to those expressly stated in this Agreement. No additional rights or licenses are being granted by implication or otherwise and all such rights and licenses are expressly reserved. Any ideas, suggestions, modifications and the like made by you with respect to the Technology will be/become our property regardless of whether we choose to exercise our rights to incorporate such ideas, suggestions or modifications into the Technology. All information provided by us in connection with the Technology is protected under copyright and intellectual property laws. Except when authorized in writing by us or elsewhere in this Agreement, you must not distribute or duplicate this information in any form, whether for commercial purposes or not, for any part of the Technology. Unless indicated otherwise, you may view, download, copy, and print our documents from the Technology, as long as such documents are only for your use and are not displayed, distributed, customized, including defacing or removing copyright, trademark or other intellectual property ownership notices.

Consent to Use. By submitting reviews, images, comments, testimonials, or tags (“Submissions”) to us on any platform including, but not limited to social media and online reviews, you are by default granting us a commercial license and voluntarily releasing us to use your Submissions for any reasonable future business use. In doing so, we may use your name and/or photo along with any other publicly acknowledged information that has been revealed by you when referring to your Submissions on our Website, marketing materials, guides, and any other platform not expressed in these Terms. 

Age Limitations. You acknowledge you are able to perform any and all of the obligations required under these Terms. By submitting payment or otherwise enrolling through the Website, you warrant that you meet all legal age limits in your jurisdiction that are required to use this Website and/or purchase the Technology.

Ineligible Parties. To the extent permissible by law, the Purchaser is ineligible to purchase and/or subscribe to the Technology if: (i) the Purchaser is a competitor of the Company, (ii) the Purchaser or its agents using the Technology have been convicted of any computer or Internet related crimes, (iii) the Purchaser is located in a region that prohibits the Purchaser from using the Technology by law, or (iv) Purchaser is not authorized by the entity the Purchaser represents, or purports to represent, to bind the entity to the Terms of this Agreement.

Security. You will not provide access to the Technology by; (i) permitting unauthorized users to use your account; (ii) making an account for someone who is not authorized to perform the role or view the information for which you have been granted access; or (iii) failing to withdraw access for those persons who are no longer authorized to access the Technology for any reason. You will immediately report to us any unauthorized access from your account or the accounts of others for which you have authority, including but not limited to the use of accounts, passwords, or any other breach of security. You will not access another’s account, nor disrupt, interfere, or limit the functioning of the Technology, or other’s enjoyment of the Technology. You agree not to solicit other party’s password for any reason.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

Changing Terms. We reserve the right to update and revise these Terms at any time without notice to you. Your continued use of the Technology and Website after we have updated the Terms indicates your acceptance and agreement to the changes.

Privacy + Protection of Personal Information. We respect your privacy and are committed to protecting it. We may use certain information that we collect from you to operate Gray Falkon and provide our Technology. Please review our Privacy Policy to understand the types of data we collect from you and your devices (“Data”) in connection with your purchase of Technology through the Website and how we use your Data.

Error in Store Presentation. We strive to present information that is published correctly and update the Website regularly in a way that allows us to correct any resulting errors. However, any of the content on the Website may, at any given time, be incorrect or out-of-date. We reserve the right to make changes to Product prices, specifications, processes, Promotions, availability, and to the Website as a whole at any time under any circumstance.

Termination of Use. We may terminate your account or restrict your use of the Website at any time for any reason. Under these Terms, you understand that you are responsible for any orders and purchases you make or charges you incur prior to such termination. The Company may change, discontinue, or otherwise suspend the Website for any reason, at any time, and without prior notice to the Purchaser.

Limitation of Liability. The Company is in no way liable to the Purchaser or any other third party for any and all damages including, but not limited to, punitive or exemplary damages or those resulting from negligence relating to these Terms, regardless of whether the Purchaser was advised of such damages, the foreseeable nature of the damages, and the legal or equitable theory upon which the claim for damages is based. 

This Limitation of Liability provision does not purport to affect any liability that cannot be excluded or limited under the law.

Indemnity. You agree to defend, indemnify and hold the Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Technology, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

Maximum Damages. Our entire maximum liability and your sole remedy for any actions or claims shall be limited to the actual amount paid by you for the Technology you have purchased through the Website.

No Partnership or Joint Venture. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint venture, or other similar relationship between the Parties during or after the expiration of this Agreement. Nothing in this Agreement shall obligate either Party to proceed with any future transaction between them. 

Binding Arbitration. In the event there is a dispute between the Parties that cannot be brought to an amicable mutual understanding, the Parties understand and agree that such dispute will be handled through binding arbitration in alignment with the rules of the American Arbitration Association. The Parties understand that they will be bound by any decision rendered by the arbitrator and/or arbitration proceedings. The arbitration itself will be held in Salt Lake County, Utah. If the arbitration is unable to move forward in the designated jurisdiction, the Company will unilaterally elect another venue for the arbitration. The Parties will equally share in the costs and expenses of arbitration and any related proceedings.

If there is a dispute between users of the Technology, or between users and any third party, you understand and agree that the Company is under no obligation to become involved. In the event that you have a dispute with a third party or one or more other users, you hereby release the Company, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Technology.

Choice of Law. These Terms and the Parties’ relationship are governed by the laws of the State of Utah. In the event of conflicting laws, the laws of the State of Utah will control.

Notices. We may provide notice to you by: (i) sending a message to the email address provided by you, or (ii) by posting to the Website. Notices sent by email will be effective at the time of sending and notices posted to the Website will be effective upon posting. You may provide notice to the Company by email at info@grayfalkon.com or by certified mail to Gray Falkon, LLC at 3450 Triumph Blvd, Lehi, UT 84043. Notices provided by certified mail will be effective upon actual receipt of the notice.

Severability + No Waiver. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court with jurisdiction, all other provisions set forth in these Terms will remain valid and enforceable. By failing to enforce any right or provision of these Terms, we are not waiving the right or ability to enforce the same rights or provisions in the future. Any right or provision in these Terms will only be considered waived if done so in writing by an authorized representative of the Company.

Transfer + Assignment. You may not transfer or assign any of your rights under these Terms to any third party without the express written consent of the Company. 

Force Majeure. To the extent that any failure or delay in our delivery of the Technology under these Terms is caused by or results from acts or circumstances beyond our reasonable control, we will not be liable or responsible to you and the same will not be considered a breach of these Terms. Such acts or circumstances beyond our reasonable control could include, without limitation, acts of God, fire, flood, earthquake, natural disasters, cyber attacks, terrorism, revolution, insurrection, civil unrest, national emergency, epidemic, pandemic, labor disputes, supply chain restraints or delays in obtaining suitable materials, materials breakdown, telecommunications breakdown, or power outage.

Headings for Convenience Only. The headings in these Terms are included for convenience and reference, and are not meant to describe, define, or limit the scope or intent of any provision.

Entire Agreement + All Rights Reserved. In concluding these Terms, you understand and acknowledge that these Terms constitute the final agreement and supersede all others regarding the purchase, sale, and use of any Technology and the use of the Website. The Company reserves any and all rights not expressly granted in these Terms.