Terms of Service

GRIP END USER LICENSE AGREEMENT

Welcome to Grip (together with the software-as-a-service(SaaS) platform and https://www.grip.security/ together with its domains, subdomains, Content, Marks and associated products and services, the “Platform”). Please read the following End User License Agreement (the “EULA”) carefully before using this Platform so that you are aware of your legal rights and obligations with respect to Grip Security Ltd. (“Grip”, “we”, “our” or “us”). By accessing or using thePlatform, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, this EULA, together with the Grip Privacy Policy (the “Terms”). These Terms shall apply to your use of the Platform which you are purchasing via your reseller (“Reseller”)subject to a separate agreement or Order Form (as defined below) between you andReseller. You represent and warrant that you are at least 18 years old and, if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to these Terms. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by these Terms please do not access or use the Platform.  

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1. Background. ThePlatform is intended to enable customers to access and use Grip's proprietary SaaS discovery services, as specified in the Order Form, including: (i) the software that you access via the Platform; (ii) the products, services and features made available or provided to you by Grip in connection with the Platform; and (iii) the content, text, documents, articles, brochures, descriptions, products, graphics, photos, sounds, videos, interactive features, and the trademarks, service marks and logos (“Marks”),contained in or made available through the Platform. 

2. Modification. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following posting of the revised Terms via thePlatform, and your continued use of the Platform thereafter means that you accept those changes.

3. Subscription. Subject to your compliance with these Terms and payment of applicable fees, if and as applicable, Grip hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable right to access and use the Platform during the Term (as defined below) for your internal purposes only. Your subscription to the Platform is limited to the Platform plan you choose in the Order Form. “Order Form” means Grip’s then current order form that you entered into  withReseller for the provision of the Platform.  Unless otherwise indicated, the term “Platform” also includes any appliance and any manual or documentation (“Documentation”) provided or made available to you in connection with the operation of the Platform. You may only use the Platform in accordance with the Documentation, subject to the use limitations indicated in this EULA or Order Form and applicable laws and regulations. You shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Software, for ensuring their compatibility with the Platform.

4. Services. Grip shall provide support and maintenance services in accordance with Grip'sService Level Agreement attached hereto as Exhibit A (“SLA”). The support and maintenance services may be performed by Grip and/or Grip's certified third-party providers. Grip shall be responsible for such service providers' performance of the support and maintenance services (the Platform, any services detailed in Exhibit A, any Professional Services (as defined below) and the services provided under the SLA shall be referred to as the “Services”).In the event you wish to receive any additional Services from Grip which are not included in the SLA, such as installation, deployment, configuration, customization, integration, training, or other professional services (“ProfessionalServices”), you shall request same from Grip in writing, and, subject to Grip's agreement in its sole discretion, such Professional Services shall be set out in an Order Form to this EULA, as shall be negotiated and executed by bothParties. Professional Services shall be charged in accordance with the fees and payment terms specified within the applicable Order Form.

5. Restrictions on Use. You must not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Platform to any third party, including, but not limited to, your affiliates, or use the Platform in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform;(iii) reverse engineer, decompile or disassemble the Platform or any components thereof; (iv) modify, translate, patch, alter, change or create any derivative works of the Platform, or any part thereof; (v) use any robot, spider, scraper, or other automated means to access the Platform for any purpose; (vi) take any action that imposes or may impose (at Grip’s sole discretion) an unreasonable or disproportionately large load on the Grip infrastructure; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform, or any related activities; (viii) remove, deface, obscure, or alter Grip’s or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform, or use or display logos of the Platform differing from Grip’s own without Grip’s prior written approval; (ix) use the Platform to develop a competing service or product; (x) use the Platform to send unsolicited or unauthorized commercial communications; (xi) store or transmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the software; and/or (xii) use the Platform in any unlawful manner or in breach of these Terms. You agree to remain liable to Grip for any act or omission of any third party acting on your behalf that would constitute a breach of these Terms if such acts or omissions were by you.

6. Account. In order to use the Platform, you have to create an account (“Account”). You must not allow anyone other than yourself or your respective employees or contractors who are authorized by you to use thePlatform, to access and use your Account. You acknowledge and agree: (i) to provide accurate and complete Account and login information (e.g., full name, email and job title); (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify Grip in writing if you become aware of any unauthorized access or use of your Account or the Platform.

7. Payments to Grip. Reseller shall beresponsible for paying Grip the fees, as received from you pursuant to theOrder Form. Your access to and use of the Platform is subject to payment of thefees set forth in the Order Form and Grip shall not be obliged to makeavailable the Platform and the products, grant the license or providemaintenance to you unless Grip has received the applicable fees from theReseller. Fees in the Order Form are calculated based on the number of Usersscoped. A "User" is defined as an individual whose usage is monitored by the Platform. You shall buy an initial package of Users as shall be detailed in the Order Form. In the event that during the Term, the number ofUsers exceeds the number quoted in the Order Form by more than ten percent(10%), then an additional fee per User will apply as shall be stated in theOrder Form. Such fee shall be payable by way of an additional Order Form for the remainder of the then-current Term, and shall apply to each User beyond the initial excess ten percent (10%), payable within thirty (30) days of date of invoice. You acknowledge that the subscription fee during any Renewal Term will, unless set forth in the Order Form, be determined by Grip’s then-current subscription fees. Unless stated otherwise in an Order Form, all fees are stated, and shall be paid, in US Dollars, are non-refundable and are exclusive of all taxes, levies, or duties, which are your responsibility. The payment methods are set forth in the Order Form. Any amount not paid when required to be paid hereunder shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one and a half percent (1.5%) per month; or (b)the highest amount permitted by applicable law.

8. Intellectual Property Rights. 

9.  User Content

10.  Feedback. It is anticipated that you may provide suggestions, comments or other feedback to Grip regarding the Service and/or the Platform, including but not limited to, new features, functionality, techniques or business methods (“Feedback”). Feedback will not create any confidentiality obligation for Grip and shall be deemed the sole property of Grip. Without derogating from the above, Grip will be free to adopt such items for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. All rights, including intellectual property rights in such Feedback shall belong exclusively to Grip and such shall be considered Grip's ConfidentialInformation. You hereby waive any right to the Feedback, including but limited to, any right for royalties or any other consideration. Furthermore, you hereby undertake not to disclose to Grip any confidential information or proprietary information of any third party.

11. Privacy. You warrant and represent that you have and will (i)provide(d) all appropriate notices, (ii) obtain(ed) all required informed consents and/or (will) have any and all ongoing legal bases, and (iii)complied/comply at all times with any and all applicable privacy and data protection laws and regulations (including, without limitation, the EU GeneralData Protection Regulation (“GDPR”)), for allowing Grip to use and process personal data in accordance with these Terms.
12. Compliance with Laws. You agree that you shall comply at all times with all applicable laws and regulations when using the Platform.
13. Warranty Disclaimers.

14.  Limitation of Liability.

15. Indemnity.

16.  Confidentiality.  Each party may have access to certain non-public information and materials of the other party, in any form or media, including without limitation trade secrets and other information related to the products, software, technology, data, know-how, or business of the other party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). Each party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other party's Confidential Information from disclosure to a third party. The receiving party’s obligations under this Section, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; or (d) was independently developed by the receiving party without access to, use of, or reliance on, the disclosing party’s Confidential Information. Neither party shall use or disclose the Confidential Information of the other party except for performance of its obligations under these Terms (“PermittedUse”). The receiving party shall only permit access to the disclosing party's Confidential Information to its respective employees, consultants, affiliates, agents and subcontractors having a need to know such information in connection with the Permitted Use, who either (i) have signed anon-disclosure agreement with the receiving party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the receiving party at least as restrictive as the terms set forth herein; in any event, the receiving party shall remain liable for any acts or omissions of such persons. The receiving party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that it promptly notifies the disclosing party in writing of such required disclosure to enable disclosing party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with disclosing party in connection therewith. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the disclosing party.

17. Term and Termination

18.  Independent Contractors. You and Grip are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Grip.You must not under any circumstances make or undertake any warranties, representations, commitments or obligations on behalf of Grip.

17. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Grip without restriction or notification to you.

18. General. Grip reserves the right to discontinue or modify any aspect of the Platform at any time. These Terms and the relationship between you and Grip shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in Delaware and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Grip may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you andGrip concerning the Platform. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OFACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE PLATFORM MUSTCOMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCHCAUSE OF ACTION IS PERMANENTLY BARRED.

Last updated: March 2025

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