Welcome to the Gray Matter Metrics, LLC web sites: www.graymattermetrics.com, www.CogSpeed.com (the “Site(s)”). These Terms and Conditions of Service (the “Terms of Service”) are a contract between Gray Matter Metrics, LLC (“we” or “Gray Matter Metrics, LLC”) who owns and operates the Site(s) to provide information and online services (the “Service”), and its users, who purchase, subscribe to or download the CogSpeed App (the “Software”). The following is a legal agreement (“Agreement”) between Gray Matter Metrics, LLC and you. By accessing or using this Site(s) or Software, you acknowledge that you have read, understood, and agree to be bound by this Agreement. As long as you maintain an account in good standing and comply with these Terms of Service, Gray Matter Metrics, LLC grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.

The Site(s) and Software are the property of Gray Matter Metrics, LLC. BY USING THE SITE(S) AND SOFTWARE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE, DO NOT USE THE SITE OR SOFTWARE. If You do not accept and agree to all of these Terms of Use, including the Privacy Policy, You are not authorized to use the Website or the Services. You agree that by using or accessing the Website or by clicking on a “Sign Up” or similar button when registering for or accepting any Services, You are acknowledging that You have read, understand and agree to be bound by these Terms of Use, and that such actions constitute Your agreement thereto and acceptance thereof. If You do not agree to any of these Terms of Use, You may not access or otherwise use the Sites, the Software, or the Services.

Gray Matter Metrics, LLC reserves the right, at any time, to modify, alter, or update the Website and these Terms of Use or the Privacy Policy without prior notice. Should You wish to terminate Your Account due to a modification to these Terms of Use or the Privacy Policy, You may do so by sending an email to support@cogspeed.com requesting cancellation of Your Account. If You choose to continue using the Website after the Terms of Use of the Privacy Policy have been modified, You agree that by doing so You will be deemed to accept the new Terms of Use and/or Privacy Policy. Except as otherwise provided in this paragraph, these Terms of Use may not be amended.

We last revised this Agreement on June 19, 2023.

Eligibility
This Site includes the online signup and purchasing center for Gray Matter Metrics, LLC and is not available to minors. It is intended for use only by adults. You must be at least 18 years of age and possess the legal authority to form legally binding contracts under applicable law to use the Service or to purchase Software or to subscribe to Software Services. Anyone under 18 may use the CogSpeed App Software with consent of parent or guardian.

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site and Software is owned, controlled or licensed by or to Gray Matter Metrics, LLC, and is protected by various intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms of Service, no part of the Site(s), no Software, and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, Web site or other medium for publication or distribution or for any commercial enterprise, without Gray Matter Metrics, LLC’s express prior written consent.

You may access information on Gray Matter Metrics, LLC products and services (such as data sheets, knowledge base articles, and similar materials) purposely made available by Gray Matter Metrics, LLC for downloading from the Site(s), provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such documents.

Your Use of the Site
You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or Software, or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Site, Software, or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site. Gray Matter Metrics, LLC reserves the right to bar any such activity.

You may not attempt to gain unauthorized access to any portion or feature of the Site(s), or any other systems or networks connected to the Site or to any Gray Matter Metrics, LLC server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

You may not probe, scan or test the vulnerability of the Site(s) or any network connected to the Site(s), nor breach the security or authentication measures on the Site(s) or any network connected to the Site(s). You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Site(s), or any other customer of Gray Matter Metrics, LLC, including any Gray Matter Metrics, LLC account not owned by you, to its source, or exploit the Site(s) or any service or information made available or offered by or through the Site(s), in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site(s).

You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site(s) or Gray Matter Metrics, LLC’s systems or networks, or any systems or networks connected to the Site or to Gray Matter Metrics, LLC.

You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site(s) or any transaction being conducted on the Site(s), or with any other person’s use of the Site(s).

You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Gray Matter Metrics, LLC, or the Cogspeed App on or through the Site or any service offered on or through the Site(s). You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.

No Unlawful or Prohibited Use
You may not use the Site(s) or any Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of Gray Matter Metrics, LLC or others. You agree not to use the Service for any purpose that is unlawful or prohibited by this Agreement. You agree not to post or submit on this Site(s), any material that:
(a) infringes or may infringe on anyone else’s copyright, trade secret, trademark, or other intellectual property rights;
(b) violates or may violate others’ privacy or publicity rights;
(c) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another party;
(d) impersonates another person; or
(e) breaches any obligations of confidentiality or any other contractual obligation you may owe to any third parties.

You further agree not to submit any materials that contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information. You may not try to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through hacking, password mining, or any other means. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy pages of this Site, Software, or the content contained on it without our express prior written permission.

We may (but need not) monitor, edit, or remove any content from this Site that violates this Agreement.

Purchases; Other Terms and Conditions
Additional terms and conditions may apply to purchases of goods, Software, or services and to specific portions or features of the Site(s), including contests, promotions or other similar features, all of which terms are made a part of these Terms of Service by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Service and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to your use of that portion of the Site or the specific service.

Gray Matter Metrics, LLC’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site(s) should be construed to alter such agreements.

Gray Matter Metrics, LLC may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and Gray Matter Metrics, LLC makes no commitment to update them.

Accounts, Passwords and Security
Certain features or services offered on or through the Site(s) may require you to open an account (including setting up a Gray Matter Metrics, LLC ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Gray Matter Metrics, LLC immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Gray Matter Metrics, LLC or any other user of or visitor to the Site due to someone else using your Gray Matter Metrics, LLC ID, password or account as a result of your failing to keep your account information secure and confidential.

You may not use anyone else’s Gray Matter Metrics, LLC ID, password or account at any time without the express permission and consent of the holder of that Gray Matter Metrics, LLC ID, password, or account. Gray Matter Metrics, LLC cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.

Privacy
Gray Matter Metrics, LLC’s Privacy Policy applies to use of this Site(s), and its terms are made a part of these Terms of Service by this reference. To view Gray Matter Metrics, LLC’s Privacy Policy, click here. Additionally, by using the Site, you acknowledge and agree that Internet transmissions are never completely private or secure. While Gray Matter Metrics, LLC takes all reasonable precautions to safeguard your data, you understand that any message or information you send to or receive from the Site, Software, or Service may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

SPECIAL NOTICE REGARDING CHILDREN
Our Site is not designed for, nor do we knowingly collect, personal information from children under the age of 13. If you are under 13 years of age, please do not provide your personal information to us. To purchase the Software and Services available on the Site, you must be at least 18 years old and competent to enter into a contract. If you are under the age of 18, you may only use the Services with permission of a parent or guardian.

Links to Other Sites and to the Gray Matter Metrics, LLC Site
This Site(s) may contain links to other independent third-party Web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Gray Matter Metrics, LLC’s control, and Gray Matter Metrics, LLC is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Disclaimers
GRAY MATTER METRICS, LLC DOES NOT PROMISE THAT THE SITE(s) OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE(s) WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. ALL INFORMATION PROVIDED ON THE SITE IS SUBJECT TO CHANGE WITHOUT NOTICE. GRAY MATTER METRICS, LLC CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. GRAY MATTER METRICS, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GRAY MATTER METRICS, LLC DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE(s) AND/OR ANY GRAY MATTER METRICS, LLC SERVICES. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE(s) AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST GRAY MATTER METRICS, LLC FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE(s) OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.

THESE SITES MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. YOU AGREE THAT YOUR USE OF THE SOFTWARE AND SERVICE IS AT YOUR SOLE RISK. WE PROVIDE THESE SITES, SOFTWARE, AND THE SERVICE “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY, AS TO THE OPERATION OF THE SERVICE; THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE CONTENT OR MATERIALS INCLUDED ON THE SITE(s) OR THIS SERVICE; OR OTHERWISE. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

WE DO NOT WARRANT:
(A) THAT THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(B) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICE, OR
(C) THAT ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

YOU AGREE THAT GRAY MATTER METRICS, LLC SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THESE SITES. YOU AGREE THAT GRAY MATTER METRICS, LLC IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OFFENSIVE, OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS.

GRAY MATTER METRICS, LLC DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM THIS SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU DOWNLOAD ANY MATERIAL THROUGH THE USE OF THE SERVICE AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GRAY MATTER METRICS, LLC OR THROUGH OR FROM THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

Limitation of Liability
Except where prohibited by law, in no event will Gray Matter Metrics, LLC be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Gray Matter Metrics, LLC has been advised of the possibility of such damages.

If, notwithstanding the other provisions of these Terms of Service, Gray Matter Metrics, LLC is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of these Sites or any Content, Gray Matter Metrics, LLC’s liability shall in no event exceed the greater of (1) the total of any subscription or similar fees with respect to any service or feature of or on the Site paid in the six months prior to the date of the initial claim made against Gray Matter Metrics, LLC (but not including the purchase price for any Gray Matter Metrics, LLC software products or subscriptions), or (2) US $1,000.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
GRAY MATTER METRICS, LLC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF GRAY MATTER METRICS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH:

(A) THE USE OR THE INABILITY TO USE, ANY DELAY IN, OR THE PERFORMANCE OF THE SERVICE;
(B) THE COST OF PROCURING SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM, THE SERVICE;
(C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
(E) ANY OTHER MATTER RELATING TO THE SERVICE OR THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR OF THIS AGREEMENT, YOUR EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE.

The above disclaimer applies to any damages, liability or injuries caused by any use or misuse of the Site, Software, or Services, and any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, of the Site, Software, or Services, whether for breach of contract, tort, negligence or any other cause of action.

Gray Matter Metrics, LLC reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to these Sites, Software, or Services, or any portion of the Sites, Software, or Services, for any reason; (2) to modify or change the Sites, Software, or Services, or any portion of the Sites, Software, or Services, and any applicable policies or terms; and (3) to interrupt the operation of the Sites, Software, or Services, or any portion of the Sites, Software, or Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Not Medical Advice
Gray Matter Metrics, LLC makes no claims of providing medical advice or information, either from the Site(s) or from the Software or from any Services provide by these Sites. The contents of our Site(s), including any cognitive processing scores, fatigue scores or estimates, estimated drug effects, intoxication levels, brain trauma, or estimates of senility on your behavior, behavioral risk estimates or any other reports generated by the Software and any other information, data, analyses, editorial content, images, audio and video clips, hyperlinks and references (collectively, “Content”), are for informational purposes only and are not intended to substitute for professional medical advice, diagnosis, treatment of medical conditions, or laboratory drug testing.

The information collected by Gray Matter Metrics is not “Personally Identifiable Information” as defined or applicable for HIPAA purposes, and Gray Matter Metrics makes no representations or warranties as to the compliance or lack thereof with HIPAA regulated information or procedures. You agree that you will not post, upload, or use the Site, Services, or Software for any HIPAA protected information.

You should seek the advice of a physician or other qualified health provider with whom you have such a relationship if you have questions regarding any medical condition or if you are experiencing any symptoms of or believe you may have any medical condition, regardless of any information provided to you by these Sites or Software. You should not ignore professional medical advice or delay in seeking it because of using this Site or Software or Service, your Scores, or any other Content. Furthermore, you should not interpret your Scores or any other Content as recommending any specific treatment plan, product, or course of action. You should always consult your physician or other qualified health provider before starting any new treatment or stopping any treatment that has been prescribed for you by your physician or other qualified health provider.

Indemnity
You agree to indemnify and hold Gray Matter Metrics, LLC, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against Gray Matter Metrics, LLC by any third party due to or arising out of or in connection with your use of the Sites or purchased Software or Software.

Termination
You agree that Gray Matter Metrics, LLC, in its sole discretion and without notice, may terminate your password, account (or any part thereof), or access to or use of the Service or Software or any portion thereof, and remove and discard any content within the Service, at any time and for any reason, including, without limitation, if Gray Matter Metrics, LLC believes that you have violated or acted inconsistently with this Agreement. Gray Matter Metrics, LLC may prohibit or restrict access to the Service to anyone at any time, with or without cause. Gray Matter Metrics, LLC may also in its sole discretion and at any time discontinue providing the Service or Software, or any part of it, temporarily or permanently. Gray Matter Metrics, LLC will make reasonable commercial efforts to provide notice of any such discontinuation to you. You agree that Gray Matter Metrics, LLC shall not be liable to you or any third party for any termination of your access to the Service or Software or for any modification, suspension, or discontinuation of the Service or Software.

Hypertext Links
This site contains links to other sites. The policies at other sites, which are owned and operated by third parties, may be different from this policy. Those third party sites’ policies will govern the use of information you provide to them. Gray Matter Metrics, LLC makes no representations whatsoever about any other Web site that you may access through this one. Links imply neither that Gray Matter Metrics, LLC is affiliated with or otherwise endorses any third parties nor that any third party is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of Gray Matter Metrics, LLC.

Copyright
US and international copyright laws and treaties protect this Site and its content. You agree to comply with all copyright laws in your use of this Site and to prevent any unauthorized copying of this Site and its contents. Any copyright material provided on this Site is held by Gray Matter Metrics, LLC or by the original creator of the material.

You may print content from the Site for your own personal or business use, provided you do not publish, copy, or otherwise re-transmit what you have printed out from the Site. Beyond this limited permission to print content, you may not copy, reproduce, distribute, republish, download, display, post, or transmit any Site content or software in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the express prior written permission of Gray Matter Metrics, LLC or the copyright owner. You may not “mirror” or “frame” any material contained on this Site or on any other Gray Matter Metrics, LLC server without Gray Matter Metrics, LLC’s express prior written permission. Except as expressly provided in this Agreement, Gray Matter Metrics, LLC does not grant any express or implied right to you under any patents, trademarks, copyrights, or other similar rights.

Copyright Agent
Gray Matter Metrics, LLC’s Copyright Agent for Notice of claims of copyright infringement can be reached at: Gray Matter Metrics, LLC, info@graymattermetrics.com.

If you believe that there is any content on the Site that infringes your copyrighted work, please provide the following information to Gray Matter Metrics, LLC’s Copyright Agent:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
(b) a description of the copyrighted work that you claim has been infringed;
(c) a description of where the material that you claim is infringing is located on this Site;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

US Government Restricted Rights
Government users will receive no greater than Restricted Rights as defined in FAR 52.227-19 [c] (1-2) (June 1987). Government users will received no greater Limited Rights as defined in FA 52.227-14 (June 1987) or DFAR 252.227-7015(b)(2) (November 1995), as applicable in any technical data at this site(s).

Trademarks
The Gray Matter Metrics, LLC name, the Gray Matter Metrics, LLC logo, and other trademarks, service marks, and logos (the “Trademarks”) used and displayed on this Site are unregistered Trademarks of Gray Matter Metrics, LLC, or an affiliate of Gray Matter Metrics, LLC. Nothing on this Site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the site(s) without our express prior written permission. Gray Matter Metrics, LLC prohibits the use of the Gray Matter Metrics, LLC name, any of its registered domain names and any of its other trademarks as part of a link to or from any site(s) unless approved in advance by Gray Matter Metrics, LLC in writing. You may not use any metatags or any other hidden text utilizing any Gray Matter Metrics, LLC Company domains, or Gray Matter Metrics, LLC without our express prior written consent.

General
Indemnification. You hereby agree to indemnify, defend, and hold harmless Gray Matter Metrics, LLC and its officers, directors, shareholders, agents, subsidiaries, affiliates, customers, suppliers, service providers, and employees from and against all claims, demands, and damages (including actual and consequential), of every kind and nature whether known or unknown arising out of or relating to:
(a) your posting of any content on, or your use of, the Service or these Sites in violation of this Agreement;
(b) any other breach of this Agreement by you; or
(c) your violation of any law or the rights of a third party.

Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be struck from the Agreement and the remaining provisions shall be given full force and effect.

International Users
This Site is controlled, operated, and administered by Gray Matter Metrics, LLC from its offices within the United States of America. Access to the Site(s) from territories where the Site’s contents are illegal is prohibited. If you access this Site from locations outside of the United States, you are responsible for compliance with all local laws.

Violation of These Terms of Service
Gray Matter Metrics, LLC may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site(s) or Software, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Gray Matter Metrics, LLC’s rights or property, or the rights or property of visitors to or users of the Site, including Gray Matter Metrics, LLC’s customers. Gray Matter Metrics, LLC reserves the right at all times to disclose any information that Gray Matter Metrics, LLC deems necessary to comply with any applicable law, regulation, legal process or governmental request. Gray Matter Metrics, LLC also may disclose your information when Gray Matter Metrics, LLC determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that Gray Matter Metrics, LLC may preserve any transmittal or communication by you with Gray Matter Metrics, LLC through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Gray Matter Metrics, LLC determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Service, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Gray Matter Metrics, LLC, its employees, users of or visitors to the Sites, and the public.

You agree that Gray Matter Metrics, LLC may, in its sole discretion and without prior notice, terminate your access to the Sites and/or block your future access to the Sites if we determine that you have violated these Terms of Service or other agreements or guidelines which may be associated with your use of the Sites. You also agree that any violation by you of these Terms of Service will constitute an unlawful and unfair business practice, and will cause irreparable harm to Gray Matter Metrics, LLC, for which monetary damages would be inadequate, and you consent to Gray Matter Metrics, LLC obtaining any injunctive or equitable relief that Gray Matter Metrics, LLC deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Gray Matter Metrics, LLC may have at law or in equity.

You agree that Gray Matter Metrics, LLC may, in its sole discretion and without prior notice, terminate your access to the Site or Software, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If Gray Matter Metrics, LLC does take any legal action against you as a result of your violation of these Terms of Service, Gray Matter Metrics, LLC will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Gray Matter Metrics, LLC. You agree that Gray Matter Metrics, LLC will not be liable to you or to any third party for termination of your access to the Site or Software as a result of any violation of these Terms of Service.

Governing Law; Dispute Resolution
You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Texas without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Bexar County, Texas, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Gray Matter Metrics, LLC and you arising out of or in connection with your use of the Site, Services, or Software, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation with Bexar County Dispute Resolution Center or other mutually agreeable third party mediator. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

Export/Import Restrictions and Tariffs
Access to these Sites may not be provided by you to anyone for use in any country or used in any manner prohibited by the United States Export Administration Act or any other country’s export laws, restrictions or regulations. Furthermore, you agree to comply with any import laws, rules, and regulations of the countries and jurisdictions where you access and use this Site or receive copies of any technical information or other materials. You agree to indemnify Gray Matter Metrics, LLC and hold Gray Matter Metrics, LLC harmless from any fines or other penalties, as well as any tariffs, import or export taxes, levied with respect to your use of this Site or Software by jurisdictions in which you access and use it, or from which you export information from this Site or Software, or for any violation of the requirement not to provide access to and use of this Site or Software for use in any country prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations.

You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.

If any of the provisions of these Terms of Service are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms of Service, so that these Terms of Service shall remain in full force and effect. These Terms of Service constitute the entire agreement between you and Gray Matter Metrics, LLC with regard to your use of the Site, and any and all other written or oral agreements or understandings previously existing between you and Gray Matter Metrics, LLC with respect to such use are hereby superseded and cancelled. Other than as provided in a purchase agreement you enter into with Gray Matter Metrics, LLC, Gray Matter Metrics, LLC will not accept any counter-offers to these Terms of Service, and all such offers are hereby categorically rejected. Gray Matter Metrics, LLC’s failure to insist on or enforce strict performance of these Terms of Service shall not be construed as a waiver by Gray Matter Metrics, LLC of any provision or any right it has to enforce these Terms of Service, nor shall any course of conduct between Gray Matter Metrics, LLC and you or any other party be deemed to modify any provision of these Terms of Service. These Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties.

Gray Matter Metrics, LLC provides access to Gray Matter Metrics, LLC international data and, therefore, may contain references or cross references to Gray Matter Metrics, LLC Software, products, programs and services that are not announced in your country. Such reference does not imply that Gray Matter Metrics, LLC in your country intends to announce such Software, products, programs, or services.

Feedback and Information
Any feedback you provide at this site shall be deemed to be non-confidential. Gray Matter Metrics, LLC shall be free to use such information on an unrestricted basis.
The information contained in this web site and Software is subject to change without notice.

Copyright ©2023 Gray Matter Metrics, LLC, San Antonio, Texas, USA. All rights reserved. Updated by Gray Matter Metrics, LLC on June 19, 2023.