Master Subscription Agreement

This Master Subscription Agreement (this “Agreement”) contains the terms and conditions governing access to and use of the Datagrasp platform and is an agreement between Datagrasp, Inc., a Florida corporation (“Datagrasp,” “we,” “our,” or “us”), and the individual or entity that requests, registers for, accesses, or uses the Services (“Customer,” “you,” or “your”).

This Agreement becomes effective when Customer provides affirmative confirmation that it wishes to use or evaluate the Datagrasp platform and Datagrasp creates or makes a Datagrasp Instance available to Customer (the “Effective Date”).

Affirmative confirmation may be provided through an online registration or request form, email, an accepted proposal or quote, an executed Order Form, a checkout process, or another written or electronically recorded communication confirming Customer’s request to use, evaluate, trial, or purchase the Services.

By providing affirmative confirmation, requesting or accepting a Datagrasp Instance, or accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you act on behalf of an organization, you represent and warrant that you have the authority to request the Services and bind that organization to this Agreement. If you do not agree to this Agreement, you may not access or use the Services.

This Agreement applies whether the Datagrasp Instance is provided under a demonstration, evaluation, free, trial, paid, Organization, MSP, MSSP, vCISO, partner, or other subscription plan.

This Agreement governs Customer’s access to and use of Datagrasp’s Subscribed Services, Free Services, Multi-Client Services, Professional Services, Software, websites, APIs, demonstrations, evaluations, trials, and related offerings. This Agreement does not apply to software made available under an open source license, which remains subject to its applicable open source license.

1. Certain Definitions

• Affirmative Confirmation – Customer’s documented confirmation that it wishes to use, evaluate, trial, or purchase the Services. Affirmative Confirmation may be provided through an online registration or request form, email, accepted proposal or quote, executed Order Form, checkout process, or another written or electronically recorded communication.
• Authorized User – An individual authorized by Customer to access or use the Software or Services through Customer’s Datagrasp Instance. Any individual accessing the Services through Customer’s account or Datagrasp Instance will be presumed to be authorized by Customer.
• Client Organization – An organization, customer, prospect, affiliate, department, or other entity for which a Customer using an MSP, MSSP, vCISO, partner, or other multi-client plan creates, manages, administers, or accesses a separate workspace, account, assessment, record, or Datagrasp Instance.
• Customer Data – Any data, documents, files, text, evidence, records, configurations, domain names, organization information, prompts, assessment responses, vendor information, or other content submitted, uploaded, transmitted, stored, entered, authorized for use, or otherwise made available by Customer, its Authorized Users, or its Client Organizations through or in connection with the Services.
• Datagrasp Instance – An account, workspace, tenant, environment, demonstration environment, trial environment, organization workspace, client workspace, or other platform instance created or made available for use of the Services.
• Demo Data – Customer Data, publicly available information, domain-related information, security configuration information, assessment information, or sample information used to configure or populate a demonstration, evaluation, trial, or Datagrasp Instance requested or authorized by Customer through an online form, email, accepted proposal, Order Form, or other documented Affirmative Confirmation.
• Free Services – Services made available without charge, including free plans, limited-access plans, promotional access, demonstrations, evaluations, or trials, whether or not payment information is required.
• Invoice – A statement issued by Datagrasp specifying fees, charges, taxes, payment terms, or other amounts owed by Customer.
• Multi-Client Services – Features made available under an MSP, MSSP, vCISO, partner, or similar plan that permit Customer to create, administer, access, monitor, or deliver Services to multiple Client Organizations.
• Organization Plan – A subscription plan intended for a single organization, team, or internal compliance program. An Organization Plan does not include Multi-Client Services unless expressly stated in the applicable Order Form or plan description.
• Order Form – Any online registration, request form, checkout confirmation, subscription selection, accepted proposal or quote, statement of work, invoice, email confirmation, or other written or electronically recorded communication that confirms Customer’s request for the Services or identifies the applicable Subscription Plan, Subscription Term, pricing, usage limits, or commercial terms. Each Order Form is incorporated into and governed by this Agreement.
• Professional Services – Implementation, configuration, onboarding, advisory, assessment, consulting, training, remediation support, or other professional services provided by Datagrasp as described in an applicable Order Form or other written agreement.
• Services – Collectively, the Subscribed Services, Free Services, Multi-Client Services, and Professional Services provided by Datagrasp.
• Software – Datagrasp’s proprietary software, applications, platform components, interfaces, documentation, and related technology, including updates or enhancements made available during the applicable Subscription Term.
• Subscribed Services – The hosted Datagrasp platform services, features, functionality, and related services made available under a free, trial, evaluation, demonstration, paid, Organization, MSP, MSSP, vCISO, partner, or other subscription plan.
• AI/LLM Features – Artificial intelligence and large language model-powered capabilities integrated into the Services, including automation, analytics, natural-language processing, summarization, recommendations, and content generation.
• AI Output – Any text, insight, recommendation, summary, draft, response, or other content generated through AI/LLM Features based on Customer Data, prompts, instructions, configurations, or other inputs.
• Subscription Commencement Date – The date on which Customer provides Affirmative Confirmation and a Datagrasp Instance is created or first made available to Customer.
• Subscription Plan – The demonstration, evaluation, free, trial, paid, Organization, MSP, MSSP, vCISO, partner, or other plan selected by, requested by, or made available to Customer.
• Subscription Term – The period during which Customer is authorized to access and use the Services, as determined by the Subscription Plan selected by Customer or specified in the applicable Order Form.

2. Subscription Plans and Term

Customer’s access begins on the Subscription Commencement Date and continues for the monthly, annual, trial, evaluation, demonstration, promotional, or other period associated with the applicable Subscription Plan or specified in an Order Form.

The Organization Plan is the standard path for a single organization, team, or internal compliance program. MSP, MSSP, vCISO, partner, and other Multi-Client Services plans may include the functionality available under the Organization Plan together with additional functionality for managing and delivering Services across multiple Client Organizations.

Features, limits, storage, users, Client Organizations, assessments, vendors, reports, integrations, and other plan entitlements may vary by Subscription Plan and will be determined by the applicable plan description, online checkout, account configuration, accepted proposal, or Order Form.

Unless otherwise stated in an applicable Order Form, paid subscriptions automatically renew for successive periods equal to the original paid Subscription Term until canceled or terminated in accordance with this Agreement.

Customer may cancel a monthly subscription before the beginning of the next monthly billing period. Customer may elect not to renew an annual subscription before the beginning of the next annual billing period. Except where required by applicable law or expressly stated in an Order Form, fees already paid are non-refundable.

Free Services may expire automatically at the end of the applicable free, trial, demonstration, or evaluation period. Datagrasp may modify, limit, suspend, or discontinue Free Services at any time. Customer is not required to purchase a paid subscription unless Customer affirmatively selects, accepts, or authorizes a paid Subscription Plan.

If Customer converts from a free, trial, evaluation, or demonstration plan to a paid Subscription Plan, the paid Subscription Term and billing period will begin on the date identified during checkout, in the applicable Order Form, or when the paid Subscription Plan is activated.

3. Demonstrations, Trials, and Domain Information

Customer may request Datagrasp to create, configure, or populate a demonstration, evaluation, trial, or other Datagrasp Instance using Customer’s domain name, organization name, publicly available information, Customer Data, or other information supplied or authorized by Customer.

Datagrasp will create or populate such a Datagrasp Instance only after receiving Customer’s Affirmative Confirmation through an online form, email, accepted proposal or quote, executed Order Form, checkout process, or other documented communication.

By providing Affirmative Confirmation, Customer represents and warrants that it has the authority to request the applicable Services and authorize Datagrasp’s use of the relevant domain, organization information, Customer Data, and publicly available information for the requested demonstration, evaluation, trial, or subscription.

Customer grants Datagrasp a limited, non-exclusive right to collect, access, copy, organize, analyze, process, display, and use the authorized information solely to create, configure, provide, secure, support, and demonstrate the applicable Services.

Datagrasp may use publicly accessible domain and security information, including publicly available DNS, email security, certificate, website, breach-exposure, typosquatting, technology, vulnerability, or similar information, when Customer requests or authorizes a demonstration or Datagrasp Instance involving that domain.

Demonstrations, evaluations, and trials may contain incomplete, preliminary, sample, simulated, or automatically generated results. Customer must independently review and validate all findings before relying on them for security, compliance, legal, operational, purchasing, or other business decisions.

Unless otherwise agreed, Datagrasp may delete Demo Data and trial information after the demonstration, evaluation, or trial expires. Datagrasp may retain limited account, transaction, security, audit, and business records as reasonably necessary for legal, fraud-prevention, security, and recordkeeping purposes.

4. Services

a. Provision of Services – Datagrasp will provide Customer access to the Services in accordance with this Agreement, the applicable Subscription Plan, the applicable Order Form, and any applicable service level agreement. Customer may use the Services solely for its internal business purposes or, when using Multi-Client Services, to provide authorized services to its Client Organizations.

b. Service Levels – Datagrasp will use commercially reasonable efforts to provide paid Subscribed Services in accordance with any service availability commitments published or provided by Datagrasp. Unless expressly stated otherwise, service-level commitments do not apply to Free Services.

c. Professional Services – Datagrasp may provide implementation, onboarding, advisory, compliance-related, security-related, or other Professional Services as described in an applicable Order Form, statement of work, proposal, or other written agreement.

d. Access Requirements – Customer will provide Datagrasp with the information, cooperation, permissions, and secure access reasonably necessary to provide the Services. Datagrasp will use such access solely as reasonably necessary to deliver the applicable Services.

e. Service Changes – Datagrasp may modify, update, replace, or discontinue features of the Services from time to time. Datagrasp will provide reasonable notice of changes that materially reduce the core functionality of a paid Service, except where immediate changes are reasonably necessary to address a security risk, legal requirement, third-party dependency, emergency, or threat to the Services or another customer.

f. Suspension – Datagrasp may suspend Customer’s or an Authorized User’s access to some or all of the Services if Datagrasp reasonably determines that use of the Services poses a security risk, may adversely affect the Services or another customer, may subject Datagrasp or a third party to liability, is fraudulent, violates applicable law, violates this Agreement, or if Customer has failed to pay applicable fees when due.

g. AI/LLM Features – The Services may use AI/LLM Features to provide automations, summaries, recommendations, draft content, or other AI Output. AI Output is provided to assist Customer and does not constitute legal, regulatory, accounting, audit, cybersecurity, or compliance advice. Customer is responsible for reviewing, validating, and determining the accuracy and appropriateness of AI Output before using or relying upon it.

h. Data Handling for AI/LLM Features – Datagrasp may process Customer Data through AI/LLM Features solely as necessary to provide, secure, maintain, support, or improve the Services. Datagrasp will not use Customer Confidential Information to train publicly available foundation models. Datagrasp may use aggregated or de-identified usage information and telemetry to operate, secure, analyze, and improve the Services.

Customer will not submit sensitive or regulated information through free-form AI prompts unless such submission is expressly authorized by the applicable Order Form, documentation, or data protection terms and Customer has determined that the submission is lawful and appropriate.

5. Multi-Client Services

This Section applies when Customer uses an MSP, MSSP, vCISO, partner, or other Subscription Plan that includes Multi-Client Services.

Customer may use Multi-Client Services only for Client Organizations that have authorized Customer to create, administer, access, or manage their information through Datagrasp.

Customer is responsible for:

• Obtaining all permissions and authorizations required from each Client Organization;
• Ensuring Customer has a lawful basis to submit, access, process, and manage Client Organization data;
• Managing Authorized Users, roles, permissions, and access to each Client Organization;
• Ensuring users can access only the Client Organizations and information they are authorized to access;
• Maintaining appropriate agreements with its Client Organizations;
• Accurately representing the scope and limitations of the Services;
• Ensuring its Client Organizations and Authorized Users comply with applicable portions of this Agreement;
• Responding to requests and instructions from its Client Organizations regarding their information; and
• All services, recommendations, representations, and deliverables Customer provides independently to its Client Organizations.

Customer may not represent that Datagrasp has certified, audited, approved, endorsed, or guaranteed a Client Organization’s compliance or security unless Datagrasp has expressly authorized that representation in writing.

Customer’s relationship with a Client Organization does not create a contractual relationship between Datagrasp and that Client Organization unless the Client Organization separately accepts Datagrasp’s terms or enters into an agreement with Datagrasp.

Datagrasp may rely on instructions provided by Customer concerning Customer’s Client Organizations and is not responsible for resolving disputes between Customer and a Client Organization.

6. Customer Responsibilities

Customer is responsible for all activity occurring through its Datagrasp Instances, accounts, credentials, Authorized Users, and Client Organization workspaces, except to the extent directly caused by Datagrasp’s breach of this Agreement.

Customer will:

• Provide accurate registration, account, contact, organization, domain, and billing information;
• Keep account and billing information current;
• Maintain the confidentiality and security of login credentials;
• Configure and use the Services appropriately for Customer’s environment;
• Maintain appropriate backups of Customer Data where necessary;
• Ensure Customer Data and Customer’s use of the Services comply with applicable laws and contractual obligations;
• Ensure Authorized Users comply with this Agreement;
• Promptly notify Datagrasp of suspected unauthorized access or misuse; and
• Remove or suspend access for individuals who are no longer authorized.

7. License and Right to Use

Subject to Customer’s compliance with this Agreement and, for paid Services, payment of applicable fees, Datagrasp grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services for Customer’s internal business purposes and, where included in Customer’s Subscription Plan, to provide authorized services to Client Organizations.

Customer and its Authorized Users may not:

• Share access with unauthorized individuals or entities;
• Sell, resell, sublicense, rent, lease, distribute, or commercially exploit the Services except through authorized Multi-Client Services;
• Reverse engineer, disassemble, decompile, copy, or attempt to derive the source code or underlying structure of proprietary components, except where such restrictions are prohibited by law;
• Modify, create derivative works from, or remove proprietary notices from the Services;
• Access or use the Services to develop, train, or improve a competing product or service;
• Use the Services to avoid applicable fees, usage limits, or technical restrictions;
• Upload, transmit, or distribute unlawful, malicious, infringing, or harmful code, content, or data;
• Attempt to gain unauthorized access to the Services, another customer’s environment, or Datagrasp’s systems;
• Use AI/LLM Features to bypass required human review;
• Create or manage Client Organizations without appropriate authorization; or
• Exceed the user, storage, organization, Client Organization, assessment, vendor, API, or other limits included in the Subscription Plan.

8. Ownership

Datagrasp and its licensors retain all right, title, and interest in and to the Services, Software, platform, documentation, designs, workflows, templates, reports, interfaces, technology, improvements, and derivatives thereof. Except for the limited rights expressly granted under this Agreement, no rights are transferred to Customer.

Customer retains all right, title, and interest in and to Customer Data. Customer grants Datagrasp a limited right to host, copy, collect, process, analyze, transmit, display, and otherwise use Customer Data solely as reasonably necessary to provide, demonstrate, secure, maintain, support, and improve the Services and fulfill Datagrasp’s obligations under this Agreement.

If Customer provides feedback, suggestions, ideas, or recommendations concerning the Services, Datagrasp may use that feedback without restriction or obligation, provided Datagrasp does not identify Customer as the source without Customer’s permission.

9. Confidentiality

Each Party may receive nonpublic information from the other Party that, given its nature or the circumstances of disclosure, reasonably should be understood to be confidential (“Confidential Information”).

Each Party will protect the other Party’s Confidential Information using at least reasonable care and will use it only as necessary to perform or exercise its rights under this Agreement. Neither Party will disclose the other Party’s Confidential Information except to employees, contractors, professional advisers, service providers, or affiliates that have a need to know and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving Party can demonstrate: (i) is or becomes publicly available without breach of this Agreement; (ii) was lawfully known without restriction before disclosure; (iii) was lawfully received from a third party without confidentiality obligations; or (iv) was independently developed without use of the disclosing Party’s Confidential Information.

A Party may disclose Confidential Information when required by law, subpoena, court order, or governmental authority, provided that, where legally permitted, the receiving Party gives reasonable notice to the disclosing Party and reasonable assistance in seeking confidential treatment.

10. Fees and Payment

Customer will pay the fees associated with the paid Subscription Plan and Services selected during registration, checkout, through email confirmation, or as specified in an applicable Order Form. Billing begins when the paid Subscription Plan is activated unless otherwise stated.

Monthly subscriptions are billed monthly, and annual subscriptions are billed annually in advance, unless different billing terms are stated in an applicable Order Form.

Customer authorizes Datagrasp and its payment processors to charge the payment method associated with Customer’s account for recurring subscription fees, usage-based fees, taxes, and other amounts due.

If Datagrasp issues an Invoice, payment is due within thirty (30) days of the Invoice date unless otherwise stated. Datagrasp may charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law.

Fees are exclusive of applicable sales, use, excise, value-added, withholding, and similar taxes. Customer is responsible for taxes associated with its purchase or use of the Services, excluding taxes based on Datagrasp’s net income.

Datagrasp may change paid subscription pricing by providing at least thirty (30) days’ notice. Pricing changes will take effect at the beginning of Customer’s next renewal period unless otherwise stated.

11. Term and Termination

This Agreement begins on the Effective Date and remains in effect until Customer’s access to all Datagrasp Instances and Services has expired or been terminated.

Either Party may terminate this Agreement or an applicable Order Form if the other Party materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach.

Datagrasp may suspend or terminate the Services immediately upon notice if Customer’s use presents a material security risk, violates applicable law, infringes third-party rights, is fraudulent, materially disrupts the Services, involves unauthorized access to Client Organization information, or involves a breach that cannot reasonably be cured.

Datagrasp may suspend access for overdue payments and may terminate the applicable paid subscription if overdue amounts remain unpaid for thirty (30) days after notice.

Upon termination or expiration:

• Customer’s right to access and use the affected Services will end;
• Customer remains responsible for fees and charges incurred through the effective date of termination;
• Datagrasp may disable Customer’s Datagrasp Instances and Authorized User accounts;
• Customer’s access to Client Organization workspaces may end; and
• Customer may request export of available Customer Data in accordance with Datagrasp’s then-current data export and retention procedures, provided all amounts due have been paid.

Datagrasp may delete Customer Data after expiration of the applicable retention period unless legally required to retain it.

12. Warranties and Disclaimers

• Mutual Authority – Each Party represents that it has the legal authority to enter into this Agreement.
• Professional Services – Datagrasp warrants that Professional Services will be performed in a professional and workmanlike manner.

Customer acknowledges that Datagrasp provides tools to assist with governance, risk, compliance, cybersecurity, assessments, evidence collection, reporting, third-party risk management, and audit readiness. Datagrasp does not act as Customer’s attorney, independent auditor, certification body, regulator, or governmental authority.

Use of the Services does not guarantee compliance, certification, attestation, successful audit results, elimination of cybersecurity risk, prevention of security incidents, or satisfaction of legal, regulatory, contractual, or insurance requirements. Customer remains responsible for its compliance program, security decisions, controls, evidence, representations, and use of the Services.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, FREE SERVICES, DEMO DATA, AI OUTPUT, DOCUMENTATION, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” DATAGRASP DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

DATAGRASP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, FREE OF HARMFUL COMPONENTS, OR THAT ALL DEFECTS WILL BE CORRECTED.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DATAGRASP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO DATAGRASP FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

For Free Services, Datagrasp’s total aggregate liability will not exceed one hundred dollars ($100), to the maximum extent permitted by law.

The limitations in this Section do not limit Customer’s payment obligations or liability that cannot lawfully be limited or excluded.

14. Indemnification

a. By Customer – Customer will defend, indemnify, and hold harmless Datagrasp, its affiliates, and their respective officers, directors, employees, contractors, and representatives from third-party claims, damages, liabilities, losses, costs, and reasonable attorneys’ fees arising out of or related to:

• Customer Data or Demo Data supplied or authorized by Customer;
• Customer’s or an Authorized User’s misuse of the Services;
• Customer’s use or administration of Multi-Client Services;
• Customer’s relationship or dispute with a Client Organization;
• Customer’s breach of this Agreement;
• Customer’s violation of applicable law or third-party rights; or
• A dispute between Customer and an Authorized User or other third party.

b. By Datagrasp – Datagrasp will defend Customer against a third-party claim alleging that Customer’s authorized use of Datagrasp’s proprietary Software directly infringes that third party’s United States intellectual property rights and will pay damages finally awarded or included in a settlement approved by Datagrasp.

Datagrasp will have no obligation for a claim arising from Customer Data, Demo Data, third-party services, modifications not made by Datagrasp, use contrary to this Agreement or documentation, or continued use after Datagrasp has instructed Customer to discontinue the allegedly infringing use.

If the Services become, or Datagrasp reasonably believes may become, subject to an infringement claim, Datagrasp may: (i) obtain the right for Customer to continue using the affected Service; (ii) modify or replace the affected Service; or (iii) terminate the affected Service and refund prepaid fees covering the unused portion of the terminated paid Subscription Term.

Indemnification obligations apply only if the indemnified Party promptly provides written notice, allows the indemnifying Party to control the defense and settlement, and reasonably cooperates at the indemnifying Party’s expense. No settlement may impose non-monetary obligations or an admission of fault upon the indemnified Party without its written consent.

15. Third-Party Services

The Services may interoperate with or contain links to third-party products, platforms, integrations, applications, content, or services. Third-party services are governed by their own terms and privacy practices.

Datagrasp is not responsible for third-party services, including their availability, security, accuracy, functionality, acts, omissions, or handling of Customer Data. Customer is responsible for reviewing and accepting the terms applicable to third-party services it chooses to use.

16. General

• Relationship of the Parties – The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
• Assignment – Customer may not assign or transfer this Agreement without Datagrasp’s prior written consent. Datagrasp may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer to an affiliate.
• Governing Law – This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles.
• Venue – Any legal action arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each Party consents to their jurisdiction and venue.
• Electronic Communications and Acceptance – Customer agrees that electronic communications, including online forms, emails, electronic signatures, account activity, checkout records, and other electronically recorded confirmations, may be used to establish Customer’s acceptance of this Agreement and applicable Order Forms.
• Entire Agreement – This Agreement, together with applicable Order Forms, statements of work, data protection terms, service level agreements, and policies expressly incorporated by reference, constitutes the entire agreement between the Parties regarding the Services and supersedes prior or contemporaneous communications concerning the same subject matter.
• Order of Precedence – If there is a conflict between this Agreement and an applicable Order Form, the Order Form will control solely with respect to the specific Services and commercial terms covered by that Order Form.
• Modifications – Datagrasp may modify this Agreement by posting an updated version on its website or providing notice through the Services or by email. Unless otherwise stated, modifications become effective when posted. Continued use of the Services after the effective date constitutes acceptance of the modified Agreement.
• Force Majeure – Except for payment obligations, neither Party will be liable for delays or failures caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, utility outages, cyberattacks, or failures of third-party infrastructure or service providers.
• Export and Trade Compliance – Each Party will comply with applicable import, export, sanctions, anti-boycott, and trade-control laws. Customer represents that it and its Authorized Users are not prohibited from receiving the Services under applicable trade restrictions.
• Notices – Datagrasp may provide notices by email to the address associated with Customer’s account, through the Services, or by posting a notice on its website. Customer is responsible for maintaining accurate contact information.
• No Third-Party Beneficiaries – Except as expressly stated, this Agreement does not create rights for any third-party beneficiary.
• No Waiver – A failure to enforce any provision does not waive the right to enforce that provision later.
• Severability – If any provision is held invalid or unenforceable, it will be interpreted to most closely reflect its intended effect, and the remaining provisions will remain in full force.
• Survival – Provisions concerning payment obligations, ownership, confidentiality, disclaimers, limitations of liability, indemnification, and other provisions that by their nature should survive will remain effective after termination.