Supplemental Terms of Service for Subscriptions and Third-Party Services
Welcome to the supplemental terms of service for Gray Jay Endeavors, LLC (“Gray Jay Endeavors”) subscription products and subscription packages and/or installment plans (collectively, the “Subscriptions”) and certain benefits or services provided by third parties and offered through Gray Jay Endeavors (collectively, the “Third-Party Services”). These terms shall be referred to as “Supplemental Terms of Service for Subscriptions and Third-Party Services” or “Subscription Terms”. Certain services may be sold as standalone products or bundled with other products.
In addition to the other Gray Jay Endeavors terms, these Subscription Terms constitute a legal agreement between you and Gray Jay Endeavors detailing the terms of your use of Subscriptions and Third-Party Services. The Subscription Terms are effective on the date you accept them by purchasing or accepting a promotional trial of a Subscription, or by purchasing a package that includes Third-Party Services (the “Effective Date”). Please read these Subscription Terms carefully.
These Subscription Terms address benefits that may or may not be included in your specific package. The sections discussing benefits included in your package apply to you. Refer to your email or account page for a complete list of your included benefits. If you are unsure which benefits are included in your package, contact Gray Jay Endeavors.
Gray Jay Endeavors works with partners and affiliates whose websites are linked with Gray Jay Endeavors and controlled by parties other than Gray Jay Endeavors (each a “Third-Party Site“). Gray Jay Endeavors is not responsible for and does not endorse the availability, contents, products, services, or use of any Third-Party Site, any website accessed from a Third-Party Site, or any changes to those sites. Gray Jay Endeavors does not guarantee the content or quality of the products or services provided by Third-Party Sites. If you have purchased a package that includes a Third-Party Service, the third party may contact you by email or phone with instructions on how to access your benefits, and you may be required to accept additional terms that are located on the Third-Party Site.
1. Legal Forms Library. If you have purchased a package that includes access to the legal forms library, the following provisions apply to you:
a. License. Gray Jay Endeavors grants you a nonexclusive, nontransferable worldwide right to use the legal forms library (the “Library”) during the time period you have purchased and, for subscription memberships, while your membership remains in good standing (collectively, the “Membership Term”), subject to these Subscription Terms. This license allows you to access, download, use, and edit forms in the Library for your personal use. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Library or any of its contents; or (ii) modify, reproduce, reverse engineer, or make derivative works based on, referring to, or exploiting the Library, its contents, or its source code, except for modifications to the forms for your personal and business use. All rights not expressly granted to you are reserved by Gray Jay Endeavors and its licensors.
b. No Guarantee. Gray Jay Endeavors does not guarantee that any form provided in the Library is suitable for a particular purpose, or that any form included or referenced in the Library is accurate, reliable, complete or timely. The forms included or referenced in the Library are for information purposes only and should not be relied upon as legal advice. The Library serves as a venue to view and download the forms.
c. Not Legal Advice. Gray Jay Endeavors is not a law firm and does not provide legal advice or representation. The legal forms library is not a substitute for the advice of an attorney.
2. Cloud Storage Services. If you have purchased a package that includes access to cloud storage services for online content storage, sharing and processing of files, materials, data, text, audio, video, images, or other content (collectively, “Content”), hosted through the Gray Jay Endeavors website and applications (“Cloud Services” or “Cloud Service”), the following provisions apply to you:
a. Access to the Cloud Service. You may use the Cloud Services on a non-exclusive basis, solely in strict compliance with these Terms and all applicable laws.
b. Service Provider. You acknowledge and agree that Gray Jay Endeavors does or may work with third-party sub-providers (each a “Cloud Service Provider”) of our choice to provide some or all of the Cloud Services.
c. Your Account. Only you may use your Cloud Services. You must keep your account and passwords confidential and not authorize any third party to access or use the Cloud Service on your behalf, unless we provide an approved mechanism for such use. Gray Jay Endeavors and our Cloud Service Provider will not be liable for any loss or damages arising from any unauthorized use of your account.
You represent and warrant that: (a) you have all the rights in the Content necessary for you to use the Cloud Services and to grant the rights in this Cloud Storage Services Section; and (b) the storage, use or transmission of the Content doesn’t violate any law or these Terms.
You will: (a) be solely responsible for the nature, quality and accuracy of the Content; (b) ensure that the Content (including the storage or transmission thereof) complies with these Terms and any and all applicable laws, and regulations; (c) promptly handle and resolve any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person’s rights, such as takedown notices pursuant to the Digital Millennium Copyright Act and any other notices; and (d) maintain appropriate security, protection, and backup copies of the Content, which may include your use of additional encryption technology to protect the Content from unauthorized access. Gray Jay Endeavors will have no liability of any kind as a result of the deletion of, correction of, destruction of, damage to, loss of or failure to store or encrypt any Content.
e. Unauthorized Use. You must immediately notify Gray Jay Endeavors in writing of any unauthorized use of: (a) any Content, (b) any account, or (c) the Cloud Services that come to your attention. In the event of any such unauthorized use by a third party that obtained access through you, you will take all steps necessary to terminate such unauthorized use. You will provide Gray Jay Endeavors with such cooperation and assistance related to any such unauthorized use as Gray Jay Endeavors may request.
f. Data Limits. Gray Jay Endeavors reserves the right to limit the amount of Content you may store on the Cloud Services.
g. Content Stored in the United States. The Cloud Services are provided from the United States. By using and accessing the Cloud Services, you understand and consent to the storage and processing of the Content and any other personal information in the United States. Gray Jay Endeavors and our Cloud Service Provider reserve the right to store and process personal information outside the United States and will use commercially reasonable efforts to provide you with notice of any such changes in the processing location.
h. Acceptable Use. You must not use the Cloud Services to harm others or the Cloud Services. For example, you must not use the Cloud Services to harm, threaten, or harass another person, organization, or Gray Jay Endeavors and/or to build a similar service or website. You must not: damage, disable, overburden, or impair the Cloud Services (or any network connected to the Cloud Services); resell or redistribute the Cloud Services or any part of it; use any unauthorized means to modify, reroute, or gain access to the Cloud Services or attempt to carry out these activities; or use any automated process or Cloud Services (such as a bot, a spider, or periodic caching of information stored by Gray Jay Endeavors) to access or use the Cloud Services. In addition, you promise that you will not and will not encourage or assist any third party to:
1. modify, alter, tamper with, repair or otherwise create derivative works of any software;
2. reverse engineer, disassemble or decompile the software used to provide or access the Cloud Services, including the software, or attempt to discover or recreate the source code used to provide or access the Cloud Services, except and only to the extent that the applicable law expressly permits doing so;
4. sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Cloud Services to any third party;
5. remove, obscure or alter any proprietary rights notice pertaining to the Cloud Services;
6. access or use the Cloud Services in a way intended to improperly avoid incurring fees or exceeding any usage limits or quotas;
7. use the Cloud Services in connection with the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the Cloud Services could lead to death, personal injury, or physical property or environmental damage;
8. use the Cloud Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) store or transmit inappropriate Content, such as Content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (iv) store or transmit any Content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;
9. interfere with or disrupt servers or networks used by Gray Jay Endeavors or its Cloud Service Provider to provide the Cloud Services or used by other users’ to access the Cloud Services, or violate any third party regulations, policies, or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any software or the Cloud Services;
10. access or attempt to access Gray Jay Endeavors’ or our Cloud Service Provider’s other accounts, computer systems or networks not covered by these Terms, trough password mining or any other means; or
11. cause, in Gray Jay Endeavors’ sole discretion, inordinate burden on the Cloud Services or Gray Jay Endeavors’ system resources or capacity.
Gray Jay Endeavors and our Cloud Service Provider will make all judgements concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each violation, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or inaction with respect to any Content.
i. Identification. Gray Jay Endeavors reserves the right, in its sole discretion, to deactivate, change, and/or require you to change your Gray Jay Endeavors user ID and any custom or vanity URLs, custom links, or vanity domains you may obtain through the Cloud Services for any reason or for no reason. Gray Jay Endeavors may exercise such right at any time, with or without prior notice.
j. Updates to the Cloud Services. Gray Jay Endeavors reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Cloud Services at any time. We may add or remove functionalities or features, and we may suspend or stop Cloud Services altogether.
k. Software. If you receive software from us, its use is governed in one of two ways: If you’re presented with license terms that you must accept in order to use the software, those terms apply; if no license is presented to you, these Terms apply. We reserve all other rights to the Software.
We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.
Any software is licensed, not sold. Unless we notify you otherwise, the software license ends when your Cloud Services end. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.
The software is subject to applicable U.S. export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer the software or Cloud Services without U.S. government permissions to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. You represent and warrant that you’re no on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
l. Gray Jay Endeavors Proprietary Rights. As between Gray Jay Endeavors and you, Gray Jay Endeavors or its licensors own and reserve all right, title, and interest in and to the Cloud Services and all hardware, software and other items used to provide the Cloud Service, other than the rights explicitly granted to you to use the Cloud Services in accordance with these Terms. No title to or ownership of any proprietary rights related to the Cloud Services are transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by Gray Jay Endeavors and our Cloud Service Provider. In the event that you provide the comments, suggestions, and recommendations to Gray Jay Endeavors with respect to the Cloud Services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the Cloud Services) (collectively, “Feedback”), you hereby grant to Gray Jay Endeavors and its Cloud Service Provider a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Cloud Services.
n. NO WARRANTY. GRAY JAY ENDEAVORS MAKES NO (AND SPECIFICALLY DISCLAIMS ALL) REPRESENTATIONS THAT THE CLOUD SERVICE WILL BE UNINTERRUPTED, ERROR- FREE OR FREE OF HARMFUL COMPONENTS OR THAT THE CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.
3. Fees. If you purchase a Subscription, you must pay all charges to your account relating to that Subscription, including applicable taxes and fees for the use of additional features not included as part of your Subscription. You will be charged in accordance with the billing terms in effect at the time of your initial purchase. If you purchase a Subscription that is charged in full on purchase, in each renewal period for that Subscription, you must pay the total cost of the next subscription period by the first day of that period. For each Subscription, your charge remains for each subscription period no matter if you access the services or Site during any subscription term. In other words, EVEN IF YOU DO NOT USE THE SUBSCRIPTION OR ANY THIRD-PARTY SERVICES, YOU ARE RESPONSIBLE FOR SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED. For more information about canceling your Subscription, see the Termination and Cancellation section below.
4. Billing. You must provide valid credit card information at the time of purchase to allow payment for the initial Membership Term of a Subscription.
For any automatically renewing Subscriptions, your Subscription will renew at the end of the initial Membership Term (the “Billing Date”) and at the end of each successive Membership Term, until you notify us that you want to terminate your Subscription under these Subscription Terms or your Subscription is otherwise terminated. If you do not notify us, your credit card will automatically be charged for the renewal term of your Subscription on your Billing Date. If your purchase date is on the 29th through 31st day of any month, your Billing Date for renewals in months with fewer days will fall on the last day of the month. Gray Jay Endeavors may adjust your Billing Date in subsequent renewal periods without notice. This will be reflected by a charge to your account on a prorated basis according to the number of days that have passed since the Billing Date of your latest renewal charge. Unless Gray Jay Endeavors otherwise notifies you in advance under these Subscription Terms, the renewal charge will be equal to the original purchase price for the Subscription. Gray Jay Endeavors may obtain automatic updates for any expiring credit cards you have provided.
You must pay Gray Jay Endeavors the fees associated with your Subscription. Additional discounts may be available for members purchasing multiple months up front or as part of certain promotions.
5. Notice of Automatic Renewal. We may send a reminder email to your account’s email address of record approximately one week before your Billing Date. This notice is provided only as a courtesy. Gray Jay Endeavors is not obligated to provide this notice. You acknowledge that (i) your failure to read, (ii) your inability to receive, or (iii) Gray Jay Endeavors’ failure to send the email creates no liability for Gray Jay Endeavors or any Third-Party Service.
6. Promotional Trial Memberships. We sometimes offer customers trial memberships, all of which are subject to these Subscription Terms (unless otherwise stated in the offer). For a trial or other promotional membership with no initial charge, you agree we may authorize a charge of up to one dollar ($1) to your method of payment to verify your payment source. AT THE COMPLETION OF A TRIAL MEMBERSHIP, UNLESS YOU CHOOSE TO CANCEL BY CALLING GRAY JAY ENDEAVORS OR THROUGH YOUR ACCOUNT PORTAL, YOUR SUBSCRIPTION WILL RENEW AUTOMATICALLY AND YOUR CREDIT CARD WILL BE CHARGED TO BEGIN YOUR INITIAL MEMBERSHIP TERM.
Use of Service
7. General Practices. You acknowledge that Gray Jay Endeavors may establish general practices and limits concerning use of its Subscriptions or Third-Party Services, including the maximum number of forms you may access in the Library in a given period of time, the number of times (and the maximum duration for which) you may access the Library in a given period of time, the maximum number of days that data, schedules, calendars, or other uploaded content will be retained by the Compliance Calendar or Minutes Manager, and the maximum disk space that will be allotted on Gray Jay Endeavors’ servers on your behalf.
Gray Jay Endeavors is not liable for the deletion of or failure to store any content maintained or transmitted by any Subscription benefit.
Gray Jay Endeavors may subcontract any obligations required under a Subscription without your consent.
8. Responsibility for Misuse. You may not: (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any party the benefits granted to you by or any content in your Subscription; or (ii) change, reproduce, reverse engineer, make derivative works based on or referring to, or in any way exploit the licenses you have been granted with your Subscription, or content or source code in your Subscription.
You are responsible for all expenses incurred or other actions that may occur through your use of a Subscription. You must alert us immediately of any fraudulent, unauthorized, illegal, or suspicious use of a Subscription or Subscription benefits, or any other breach of security or unauthorized or illegal activity that you reasonably suspect.
9. Authority to Enter Agreement. If you are entering into these Subscription Terms on behalf of a company or other legal entity, you represent that you have the legal authority to bind that entity to these terms and understand that the terms “you” or “your” refer to that entity. If you do not have that authority or if you do not agree with these Subscription Terms, you may not sign up for or use any Subscription or Third-Party Service. If after your purchase we find that you do not have authority to bind the entity for which you ordered, you will be personally responsible for the obligations in these Subscription Terms and the order you placed, including all payment obligations. Gray Jay Endeavors is not liable for any loss or damage resulting from our reliance on any communication reasonably believed by us to be genuine and originating from an authorized representative of your company. If there is reasonable doubt about the authenticity of any communication, we may, but are not obliged to, require additional authentication from your company.
10. Changes to Subscriptions.
a. General Changes. Gray Jay Endeavors may discontinue the offering of a Subscription, including the functionality, content, or availability of any features of Subscriptions or Third-Party Services, at any time in its sole discretion. We may also impose limits on features and services or restrict your access to all or part of the Subscription. However, you have the right to cancel your membership should we materially decrease benefits.
If we add new features to a Subscription, including releasing new forms in the Library or adding Third-Party Services, the new features will be subject to these Subscription Terms.
If you add a product or service to your subscription, Gray Jay Endeavors has the discretion to charge you a prorated portion of the costs to align your renewal date with your current subscription. Gray Jay Endeavors will provide you notice before doing so.
b. Fee Adjustments. Gray Jay Endeavors may increase Subscription fees by notifying you of new fees at least 30 days before the beginning of a renewal term. The new fees will be effective on the first day of the renewal term. If you do not cancel your subscription, you will be deemed to have accepted the new fees for the renewal term and subsequent renewal terms (unless the fees are increased in the same manner for a subsequent renewal term). Reductions in fees become effective on the first day of the next renewal term without a pro rata adjustment for the period covered under the prior fee schedule.
c. Renewal Term Adjustments. Gray Jay Endeavors offers subscriptions of various lengths. Gray Jay Endeavors may increase the renewal term from monthly, quarterly, or otherwise, to quarterly, annually, or otherwise at our discretion by notifying you of the new renewal term at least 30 days before the beginning of a renewal term. If you do not cancel your subscription, you will be deemed to have accepted the new renewal term moving forward (unless the renewal term is changed in the same manner for a subsequent renewal term).
d. Discontinuation and Replacement of Subscriptions. Should Gray Jay Endeavors cease to offer your subscription, we can discontinue your subscription, continue to provide it to you, or provision a replacement (similar or comparable product) at the then-current price. Additional fees may be charged for such replacement subscription. Gray Jay Endeavors will notify you of new fees at least 30 days before they become effective
Termination or Cancellation
11. By Gray Jay Endeavors.
a. Gray Jay Endeavors may terminate your use of all or part of the Subscriptions or Third-Party Services in its sole discretion. As your sole remedy, we will refund to you any prepaid fees specifically related to the current term of that Subscription or Third-Party Service.
b. If you do not pay on the Billing Date, as described in the Billing section above, you can correct your credit card information and pay the outstanding amounts before the one-month anniversary of your Billing Date. If you have not made any payment on your Subscription by the one-month anniversary of your Billing Date, Gray Jay Endeavors may suspend your service and terminate that Subscription.
c. Your right to use a Subscription is subject to any limits established by Gray Jay Endeavors or by your credit card issuer. If payment cannot be charged to your credit card or your charge is returned for any reason, including through a chargeback, Gray Jay Endeavors may, in its sole and absolute discretion, suspend or terminate your access and account, which will terminate these Subscription Terms and our obligations under them. If a charge made to your credit card is declined, Gray Jay Endeavors may make up to five attempts to bill that card over a thirty-day period.
d. If you wish to reactivate your account after a termination, there will be no setup or reactivation fees. However, if your account was terminated for nonpayment, it will be reactivated only after Gray Jay Endeavors receives the full amount past due. If an expired account is reactivated, the new term begins on the reactivation date.
12. By Subscriber.
a. You may examine these Subscription Terms for ten days after you have received them. If during this period you decide that you are not satisfied with the Subscription Terms, you may have any prepaid amounts refunded, and these Subscription Terms will be considered voided as if they had not been issued.
b. You may cancel your Subscription at any time by calling or e-mailing Gray Jay Endeavors. After you have cancelled, your Subscription will remain active until the end of then-current period.
13. Services After Termination. After your Subscription is terminated or your Membership Term has ended, you will not be able to access the corresponding Subscription offerings.
14. Dispute Resolution. The parties shall mediate or arbitrate all disputes and claims pursuant to the Dispute Resolution by Binding Mediation or Arbitration section of the Terms of Service.
15. Non-English-Speaking Customers. I understand that materials on the Gray Jay Endeavors site, including but not limited to questionnaires, documents, instructions, and filings, are only available in English.
16. Internal Revenue Service (IRS) Circular 230 Tax Advice Disclosure. To ensure compliance with requirements imposed by the IRS under Circular 230, we inform you that any U.S. federal tax advice contained in any communication from Gray Jay Endeavors is and was not intended or written to be used, and cannot be used, for the purpose of (a) avoiding penalties under the Internal Revenue Code or (b) promoting, marketing, or recommending to another party any matters addressed therein.
17. NO GUARANTEE. LAWS, REGULATIONS, AND ADMINISTRATIVE REQUIREMENTS CHANGE OFTEN, AND THEIR APPLICATION AND IMPACT VARY FROM COMPANY TO COMPANY AND INDUSTRY TO INDUSTRY. FORMS, EMAILS AND SMS TEXT MESSAGE COMMUNICATIONS ARE NOT INTENDED TO PROVIDE OR SUBSTITUTE FOR ACCOUNTING, LEGAL, BUSINESS, TAX, OR OTHER PROFESSIONAL ADVICE OR SERVICES. THEY ARE OFFERED FOR INFORMATION PURPOSES ONLY. COMPLIANCE WITH ALL LAWS AND REGULATIONS REMAINS YOUR SOLE AND ABSOLUTE RESPONSIBILITY. BEFORE TAKING ANY BUSINESS OR LEGAL ACTION BASED ON INFORMATION FROM THE SITE, THE LIBRARY OR ANY EMAIL OR SMS TEXT MESSAGE COMMUNICATION, YOU SHOULD CONSULT WITH A FINANCIAL OR LEGAL PROFESSIONAL TO VERIFY DEADLINES AND DETERMINE WHETHER SUCH ACTIONS ARE APPROPRIATE FOR YOU BASED ON YOUR PERSONAL OR BUSINESS NEEDS. WITH THE EXCEPTION OF THE COMPLIANCE PACKAGE FILING GUARANTEE, NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, ARE GIVEN REGARDING THE LEGAL OR OTHER CONSEQUENCES RESULTING FROM THE USE OF ANY SUBSCRIPTION.
Updated: March 4, 2019