Terms of Service

This Agreement is between GrassrootsDX, a California corporation (“Grassroots”) and the business entity entering into this Agreement (“Customer”), each a “party” and together the “parties”. This Agreement is entered into effective as of the date Customer, or its agent, clicks accept at sign-up, or when the Customer pays for or accesses the Services. By taking such action, the agent represents and warrants that they are authorized to enter into this Agreement on behalf of the Customer.

Customer wishes to subscribe to one or more services offered by Grassroots, as selected by Customer from time to time (the “Services”). For example, Services may include DHF Templates, SOAR™ training courses, and access to third party services such as the Greenlight Guru® eQMS. As part of the Services, Grassroots may also provide access to an online community that allows Users to interact with each other (“Community”). Continued access and use of the Services is conditioned on timely payment and ongoing compliance with this Agreement by Customer.

Therefore, the parties agree as follows:

1. Changes to the Agreement. 

Grassroots may modify this Agreement from time to time. If Grassroots makes material changes, Customer will be provided notice through the Services, or by other means, in order to have the opportunity to review the changes before they become effective. No changes will be retroactive. If Customer objects to any changes, Customer must immediately notify Grassroots in writing, but in no event more than 10 business days after Customer first receives notice of the changes. Otherwise, continued use of the Services after the changes are published means that Customer consents to the updated terms as of the effective date. 

2. Services. 

2.1 Access and Use of Services. Subject to ongoing compliance with this Agreement (including full and timely payment) and only during the Term, Customer may access and use the Services solely for Customer’s internal uses only, and not for any commercial endeavor. The number of users that may access and use the Services (“Users”) are selected by Customer at sign-up or later changed by contacting Grassroots.

2.2 Setting up an Account. Prior to accessing the Services, Users may be required to provide personal information to set up an account. Such personal information will be held according to the current Grassroots Privacy Policy, which can be found through a link at the bottom of the Grassroots website. Users are responsible for maintaining and updating the information provided to Grassroots related to the account. Users may also be required to create login credentials, including a username and password (“Login Credentials”) in order to access the Services. Customer is not permitted to reveal or share Login Credentials. If Customer believes that its account has been wrongfully accessed by a third party, Customer must contact Grassroots immediately at 833-688-2326 or via email [email protected].

2.3 Changes to Services. Grassroots may change or replace Services at any time, including features, functions, and technical requirements. If such changes materially impact access and use of the Services, Customer and Grassroots shall work together in good faith to find a reasonable solution.

2.4 Documentation. If Grassroots makes any manuals or other documentation (“Documentation”) generally available online or through the Services, then Customer may only reproduce and use the Documentation to support Customer’s use of the Services.

2.5 Support. Grassroots will provide reasonable technical support related to the Services to Customer via telephone, email and web conferencing during Grassroots normal business hours.

3. Fees and Payment Terms.

3.1 Fees. During the Term, Customer shall pay Grassroots the fees stated when first signing up for the applicable Services (“Subscription Fee”). All payments must be made in U.S. dollars. Customer shall pay and be responsible for any taxes, fees, and other charges, if any, that are now or may in the future be assessed in connection with Customer’s use of the Services (except for those based on Grassroots net income).

3.2 Payment Terms. The Subscription Fees are payable only by credit/debit card, and are charged on the same day of the month corresponding with the Start Date (defined in Section 10.1). Customer agrees not to dispute any charges provided the transactions correspond to the terms of this Agreement. Credit card payments are processed by a third party, and Grassroots does not have access to or store any card information. Customer should contact Grassroots if other payment terms are preferred. For late payments, Customer shall pay interest charges from the time the payment was due at the rate of 10% per annum. As a nonexclusive remedy, Grassroots may suspend Customer’s access to the Services in the event payment is not made as required.

3.3 No Returns, Credits or Refunds. Subscription Fees are nonrefundable. Grassroots is not obligated, and Customer is not entitled to any right, to any credit, refund, price adjustment or any other discount, compensation or recompense for any partially used or unused Services.

4. Terms for Specific Services.

4.1 DHF Templates. If the Services include access to and use of the DHF Templates, Grassroots hereby grants to Customer a nonexclusive license during the Term to download, reproduce, and use the DHF Templates solely for Customer’s internal purposes and not for outside distribution. For clarity, Customer shall not provide DHF Templates, in whole or in part, to any third party without the prior written consent of Grassroots. The license to reproduce and use the DHF Templates (but not to download) will survive the end of the Term as long as Customer complies with Section 6 and any other applicable terms that survive the end of the Term as stated in Section 10.3.
4.2 Greenlight Gurus eQMS. If the Services include access and use of the Greenlight Guru eQMS, then Customer will be required to enter into additional terms and conditions provided by Greenlight Guru.

4.3 Community Interactions. Grassroots reserves the right to remove any content, including comments, data, and interactions, for any reason and at any time. This includes those that may, in the sole discretion of Grassroots, (i) advertise a product or promote other products and services; (ii) infringe on the intellectual property rights of a third party; (iii) condone or encourage any unlawful activity; (iv) endanger other users (for example, offering medical or health advice, or encouraging drug or alcohol use or self-harm); (v) be construed as a defamatory statement; (vi) be abusive, offensive, or disruptive; (vii) reveal any personal information of any person; or (viii) violate any law. Grassroots generally does not review content posted by third parties so if Customer observes anything that may violate this Section or this Agreement, please contact Grassroots immediately. Customer (or its Users) own the content submitted through the Services and grant Grassroots and its affiliates a worldwide, transferable and sublicense able right to use, copy, modify, distribute, publish and process, such content without any further consent, notice, and/or compensation to Customer or others.

4.4 Regulatory Matters. Grassroots shall have no responsibility for any regulatory approval of Customer’s products, even if consulting is included as part of the Services.

5. Third Party Services

Customer acknowledges and agrees that Grassroots may use third party vendors and hosting entities to provide the necessary hardware, software, networking, storage, and related technology required to provide the Services (“Third Party Services”). Except as stated in Section 8.2, Customer agrees Grassroots will not have any responsibility or liability for performance or any other aspect of the Third Party Services. 

6. Acceptable Use and Obligations.

6.1 Acceptable Use. Customer acknowledges that the Services and its components are protected by copyright, trade secret, and other intellectual property and proprietary rights laws. Customer shall not (i) use the Services for service bureau or time-sharing purposes or in any way allow third parties to exploit the Services; (ii) provide passwords or other log-in information to any third party or non-authorized user; (iii) share non-public features or content with any third party; (iv) probe, defeat, disable or circumvent any encryption or other protective mechanism; (v) access the Services in order to copy or build a competitive product or service; or (vi) remove or modify any proprietary markings in the Services. In the event Grassroots suspects any breach of this Section 6.1, as a nonexclusive remedy, Grassroots may immediately suspend Customer’s access to the Services.

6.2 Obligations. Customer (i) shall prevent unauthorized access to or use of the Services, and promptly notify Grassroots of suspected or actual unauthorized access or use, (ii) shall comply with all applicable laws and government regulations, including laws governing the protection of personally identifiable information and protected health information; and (iii) is responsible for all actions, omissions, and use of the Services by its Users, whether or not authorized by Customer. Customer shall also responsible to ensure that Users comply with the terms of this Agreement and shall be liable for any breach by its Users.

7. Intellectual Property and Feedback. 

Except for the rights expressly granted in this Agreement, Grassroots (or its licensors) retains all rights, title and interests in and to the Services, including all IP Rights therein. “IP Rights” means all current and future rights in copyrights, trade secret rights, know-how, mask work rights, patents, design rights, and any other intellectual property or proprietary rights that may exist anywhere in the world, including, in each case whether unregistered, registered, or comprising an application for registration, and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of the foregoing. This Agreement does not give grant Customer any intellectual property license or rights in or to the Services or any of its components, except to the limited extent that such rights are necessary for Customer’s use of the Services as specifically authorized by this Agreement. Customer agrees that ideas communicated by Customer to Grassroots for improving the Services may be used at any time by Grassroots without compensation, including royalties.

8. Service Levels and Disclaimer of Warranties.

8.1 Grassroots Warranties. Grassroots represents and warrants that the Services will be provided to Customer during the Term in all material respects as expressly stated on the Grassroots website on the Start Date of the applicable Services. If the Services do not perform as warranted, Customer’s exclusive remedy and Grassroots entire liability shall be a correction of the deficiency that caused the breach of warranty. If Grassroots cannot substantially correct the deficiency in a commercially reasonable manner, Customer may terminate the affected portion of the Services and Grassroots will refund Customer the pro rata portion of the affected Subscription Fees.

8.2 Pass Through Warranties. Upon written request by Customer, and to the extent permitted by the Third Party Service, Grassroots shall pass through the pro rata portion of any service level credits it receives from any Third Party Services for unavailability. Such remedy is Customer’s sole remedy for any downtime of the Services.

8.3 Disclaimer of Warranties. EXCEPT AS STATED IN SECTIONS 8.1 AND 8.2 OR AS REQUIRED BY LAW, CUSTOMER ACCEPTS THE SERVICES “AS IS” AND “AS AVAILABLE” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

9. Customer Data and Privacy.

9.1 Use of Customer Data. Grassroots shall not access, process, or otherwise use Customer’s data and records (“Customer Data”) other than as reasonably necessary for the purposes of performing the Services. Customer retains all ownership and responsibility in the Customer Data. Grassroots shall take commercially reasonable efforts to prevent unauthorized disclosure or exposure of Customer Data. Customer Data will be held according to the current Grassroots Privacy Policy, which can be found through a link at the bottom of the Grassroots website
9.2 Erasure. Grassroots may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more, without limiting Grassroots other rights or remedies.

 9.3 Required Disclosure. Despite any other provision in this Section 9, Grassroots may disclose Customer Data as required by applicable law or by proper legal or government authority. Grassroots shall give Customer prompt notice of any such legal or governmental demand (as permitted by law), and reasonably cooperate with Customer in any effort to seek a protective order or otherwise to contest such required disclosure, at Customer’s expense.
 
9.4 Risk of Exposure. Customer understands that hosting data online involves risks of unauthorized disclosure or exposure and that, in providing Grassroots with access to Customer Data, and accessing and using the Services, Customer assumes such risks. Customer shall not allow Grassroots to access any protected health information or personally identifiable information stored or controlled by Customer. If, and only to the extent agreed to in writing signed by an officer of Grassroots, Grassroots processes any such data on Customer’s behalf, then Grassroots will do so in accordance with Customer’s instructions and will take reasonable technical and operational measures to prevent unauthorized or unlawful processing or accidental loss or destruction of or damage to such data. Grassroots will have no responsibility or liability for the accuracy of data uploaded to or accessed through the Services, including Customer Data and other content uploaded by Users.
 
9.5 Customer Requirements. Grassroots shall not be obligated to comply with any regulatory, statutory, privacy, compliance, regulation, law, or other policy (collectively, “Customer Requirements”) that Grassroots is not required to based on its business. Therefore, Grassroots makes no guarantee, representation, or warranty that it will comply with any Customer Requirements unless expressly agreed to in writing signed by an officer of Grassroots. However, Grassroots will reasonably cooperate with “right to know”, deletion, “right to be forgotten” or similar requests related to Customer Data.

10. Term and Termination. 

10.1 Term. This Agreement will begin on the date Customer signs up for the Services (“Start Date”) and, unless terminated earlier as stated in Sections 8.1 and 10.2, will continue until Customer no longer subscribes to any Services (the “Term”).

10.2 Termination. Either party may terminate this Agreement if the other party breaches this Agreement, and after providing 15 days’ notice of the breach, the breach remains uncured. However, unless Grassroots breaches the agreement and fails to cure the breach, Customer is required to make all payments it committed to at sign-up.

10.3 Effect of Termination and Survival. Upon the earlier of the end of the Term, or the termination of this Agreement, Customer shall immediately stop all use of the Services, Grassroots will have no obligation to provide access to the Services, and Customer shall immediately and permanently delete all copies of the DHF Templates or other portions of the Services that have been downloaded or saved by Customer. Sections 3, 7, 8.2, 9.2, 9.4, 10.3, and 11 through 17, will survive any termination of this Agreement as well as any other sections that by their nature must remain in effect.

11. Limitations of Liability. 

11.1 GRASSROOTS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL ARISING FROM, OR IN ANY WAY RELATED TO THE SERVICES OR THIS AGREEMENT.
11.2 THE TOTAL AGGREGATE LIABILITY OF GRASSROOTS FOR ALL CLAIMS, LOSSES, EXPENSES, DAMAGES AND LIABILITIES OF ANY NATURE WHATSOEVER (INCLUDING ATTORNEY’S FEES AND COSTS) ARISING FROM OR IN ANY WAY RELATED TO THE SERVICES OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $5,000 OR THE FEES PAID BY CUSTOMER TO GRASSROOTS FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEDING DELIVERY OF THE FIRST CLAIM TO GRASSROOTS .

11.3 THE LIMITATIONS IN SECTION 11 APPLY TO THE BENEFIT OF GRASSROOTS AFFILIATES, SUCCESSORS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AS WELL AS (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF GRASSROOTS IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THIS SECTION, GRASSROOTS LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED.

12. Indemnification

Customer shall indemnify and hold Grassroots and its affiliates, successors, officers, directors, employees, and agents, harmless from and against all losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to Customer’s breach of this Agreement or any use of the Services.

13. Force Majeure. 

Except payment obligations, neither party will be liable for delays, inability to perform, or loss, damage, or destruction to the extent caused by any event or circumstance outside the reasonable control of that party, regardless of whether foreseeable.

14. Dispute Resolution. 

Before either party files any legal proceedings against the other party, the parties shall first refer the dispute to their respective executive officers who shall attempt to resolve the dispute in a reasonable and good faith manner, either in person or by pre-scheduled teleconference. If the executive officers are unable to resolve the dispute within 10 days after either party’s first written request for executive resolution, either party may proceed to litigation. This Agreement shall be governed by and construed according to the laws of the State of California, excluding its conflict of laws provisions. Any action filed by either party against the other party shall be filed exclusively within a federal or state court of competent jurisdiction in San Diego County, California, and each party hereby submits to the foregoing personal and exclusive jurisdiction and venue. 

15. Interpretation. 

All references to “including”, “such as”, “for example”, and other similar terms, are intended to be interpreted in the broadest sense and without limitation. Section headings are for reference purposes only.

16. Notices. 

Any notice under this Agreement must be delivered in writing and will be considered received (a) when delivered (if delivered by hand), (b) upon confirmation of receipt, rejection or non-deliverability (if delivered by certified mail, FedEx, or equivalent) to the last known business address of the other party, or (c) except notices of breach, by email transmission (provided no notice of failure of delivery or out of office message is received by the sender).

17. Other Important Provisions. 

This Agreement (a) does not create any agency, partnership, joint venture or fiduciary relationship; (b) embodies the entire contract between the parties pertaining to its subject matter and supersedes all prior and contemporaneous agreements and understandings to the extent permitted by applicable law; (c) is not assignable in whole or in part by Customer, including any rights and obligations, without the prior written consent of Grassroots, and any such assignment in violation of this sentence will be void; (d) will inure to the benefit of and be binding on each party and its successors and permitted assigns; (e) is not subject to waiver of any rights by lapse of time or by any statement, unless signed by an authorized representative of the party, and a waiver of any breach of this Agreement will not constitute a waiver of any prior or subsequent breach; (f) will be construed as severable, so if any part or provision of this Agreement is declared void or unenforceable by a court of competent jurisdiction, the remainder of the part or provision and all other terms of the Agreement will remain in full force and effect; and (g) is not for the benefit of any third party other than the parties’ respective successors and permitted assigns.