Terms and Conditions

Effective Date: July 31, 2024

Welcome, and thank you for your interest in Gray Digital, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Products & Services”). These Terms of Service (the “Terms”) are a legally binding contract between you and Gray Digital (the “Company,” “we,” or “us”) regarding your use of the Products & Services.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE PRODUCTS & SERVICES, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING Gray Digital TERMS OF USE, USER AGREEMENT, PRIVACY POLICY, AND OTHER POLICIES REFERENCED BELOW. IF YOU DO NOT AGREE TO THESE TERMS, YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE PRODUCTS & SERVICES CONSTITUTES AN AGREEMENT BY YOU AND GRAY DIGITAL TO BE BOUND BY THESE TERMS.

1. Gray Digital Pro Services Overview

Gray Digital Pro is a subscription-based program that provides users with access to Gray Digital Products & Services. Gray Digital operates its Services as a decentralized web application marketplace for digital Products & Services where authorized users can deposit funds, invest funds, transfer funds, withdraw funds, and purchase a Gray Digital Pro membership (known as "Participating Members"). All Products & Services are provided solely by Gray Digital company (collectively, the “Company”).

Certain services and products, including access to managed funds, require users to complete our Know Your Customer ("KYC") process. By completing the KYC process and investing in the managed funds offered by Gray Digital, users explicitly agree to be bound by all the terms and conditions set forth in these Terms of Service.

2. Eligibility

You must be at least 18 years old to use Gray Digital Products & Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Products & Services; and (c) your registration and your use of the Products & Services are in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these Terms and you agree to be bound by these Terms.

3. Accounts, Registration, and KYC Process

To access most features of the Products & Services, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information, or to link certain outside accounts, such as a credit card, bank account, or digital wallet (“Linked Accounts”). You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up-to-date at all times. You further agree that all Linked Accounts are your own and that you have all necessary rights to link them to the Products & Services. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at [e-mail] or open a Discord help ticket.

To access managed funds and certain other services or products, you must complete our Know Your Customer ("KYC") process. By completing the KYC process, you verify your identity and agree to provide accurate, current, and complete information. You acknowledge that failing to complete the KYC process will result in restricted access to certain Products & Services. By investing in the managed funds offered by Gray Digital, you agree to be bound by all the terms and conditions set forth in these Terms of Service.

4. General Payment Terms

Certain features of the Products & Services, including membership, withdrawal or transfer of funds, or certain Products & Services, may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are denominated in the stated currency or other means of payment and are non-refundable unless otherwise specifically provided for in these Terms.

4.1 Price

Gray Digital reserves the right to determine pricing for Products & Services and any fees it may charge on transactions conducted on the Products & Services. Gray Digital will make reasonable efforts to keep pricing information published on the Products & Services up to date. We encourage you to check our website periodically for current pricing information. Gray Digital may change the fees for any feature of the Products & Services, including additional fees or charges. Gray Digital, at its sole discretion, may make promotional offers with different features and different pricing to any of Gray Digital’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

4.2 Authorization

You authorize Gray Digital to charge all sums for the orders that you make for any level of Products & Services you select, as described in these Terms or published by Gray Digital, including all applicable taxes, to the payment method specified by you. If you pay any fees with a credit card, then Gray Digital may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

4.3 Sales Tax and Withholding Taxes

4.3.1 Sales, Use, and Similar Taxes: In some instances, Gray Digital may have an obligation to add sales or use tax to the purchase price of Products & Services listed on Gray Digital website. In such cases, Gray Digital will list the appropriate taxes, charge and collect them as part of the marketplace transaction, and either remit the taxes to the applicable taxing authority or transmit the collected taxes to Sellers for Seller remittance and reporting to tax authorities.

4.3.2 Withholding Taxes: In some instances, Gray Digital may be the Merchant of Record (MoR). As the MoR, Gray Digital may be obligated to withhold tax amounts from payments to vendors. Gray Digital may withhold from any amounts payable under this Agreement to Sellers or Renters such as federal, state, local, or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. In instances where Gray Digital is not the Merchant of Record, Gray Digital does not bear any legal obligation or responsibility to collect, report, and remit any such taxes on behalf of a Seller or Renter under any circumstances.

4.4 Pro Membership Price

Gray Digital Pro Membership allows users to access Gray Digital Products & Services. The Price is determined at the sole discretion of Gray Digital and is subject to change.

4.5 Products & Services Price

Certain actions such as transfers or withdrawals may cause a fee or a charge. The Price is determined at the sole discretion of Gray Digital and is subject to change.

4.6 Subscription Service

The Products & Services may include certain subscription-based Products (the “Subscription Product”), or certain aspects of the Service itself may result in automatically recurring payments for periodic charges (the “Subscription Fee”). Please reference Gray Digital Subscription Agreement for further information regarding subscriptions. The “Subscription Billing Date” is the date when you purchase your first subscription to the Subscription Product. Your access to the Subscription Product will begin on the Subscription Billing Date and continue for the subscription period specified when you make your purchase (such period, the “Initial Subscription Period”). Some subscriptions may automatically renew for additional periods if specified in the Subscription Product description (the Initial Subscription Period and each such renewal period, each a “Subscription Period”) unless you cancel the Subscription Product, or the Subscription Product is terminated by the third-party vendor, or us. If you activate a Subscription Product, then you authorize Gray Digital or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Product, all accrued sums on or before the payment due date. Your account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of your Subscription Product for all applicable fees and taxes for the next Subscription Period. You must cancel your Subscription Product before it renews unless otherwise specified in the Subscription Product’s description in order to avoid billing of the next periodic Subscription Fee to your account. Gray Digital or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with your account or that you otherwise provide to us. You may cancel the Subscription Product by following the cancellation steps described in the product description or by contacting us at [e-mail]. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.

4.7 Delinquent Accounts

Gray Digital may suspend or terminate access to Products & Services, including fee-based portions of the Products & Services, or any Product, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Gray Digital reserves the right to revoke access to Gray Digital Products & Services.

5. Fulfillment - Refunds - Cancellation

These policies and provisions will aid Participating Members in determining how Gray Digital fulfills orders and payments made by credit card via the payment processor Stripe. These terms refer to the offer, acceptance, and consideration of payment necessary to utilize Gray Digital’s digital Products & Services in respect of these provisions of the Company’s stated services.

5.1 Fulfillment Policy

At Gray Digital, we strive to provide Products & Services that exceed expectations. User satisfaction is a priority for the company, and the team evaluates all feedback in order to improve customer service and user experience. This Fulfillment Policy informs Participating Members about the delivery policy and the rules and guidelines related to refunds for services purchased from Gray Digital. Please read this Policy carefully to understand your rights and the rules and requirements for a refund. Payment for our Products & Services and refunds are denominated in U.S. Dollars.

5.1.1 Delivery Policy

Gray Digital is a financial technology company operating multiple modern investment vehicles as digital Products & Services. These Products & Services are delivered to users via electronic and digital methods of communication including email, website, decentralized application, and other forms of electronic communication. Participation requires user access to Gray Digital website, as well as access to the decentralized application. Access to Products & Services is provided to the Participating Member immediately following payment for Gray Digital Pro Subscription Service.

5.1.2 Refunds

Gray Digital may offer a refund if the user/Participating Member is not completely satisfied with their utilization of Gray Digital Products & Services during the term of use. Refunds are not guaranteed. Refund requests will be reviewed on a case-by-case basis. Refunds apply to Gray Digital Pro Subscription Service monthly payments processed by Stripe. A refund will be applied to the Original Payment Method utilized by the Participating Member. Refunds can take 7-14 business days to process and settle when dealing with a Participating Member's bank or credit card.

5.1.3 Initiating a Refund

To initiate a refund, the Participating Member should open a help ticket in Gray Digital Discord or contact Gray Digital via email at [e-mail]. Provide detailed information related to the refund including Participating Member information, Gray Digital account information, blockchain wallet information, payment information such as payment type, payment date, and payment method.

5.1.4 Exceptions

Notwithstanding other provisions of this Policy, we may refuse to grant a refund if:

- You received what you ordered, but simply changed your mind about the service.

- You did not fully understand Gray Digital Products & Services prior to purchase.

- You fail to abide by Gray Digital Terms of Use, User Agreement, or any other Policy & Agreement.

- You are removed from Gray Digital for violations of terms or policies.

- You failed to request a refund and cancel your Pro Membership before being charged for the next subscription period.

5.1.5 Returns

Gray Digital provides digital Products & Services. No returns can be made on those services, but in some circumstances, we offer refunds as outlined above.

5.2 Cancellation Policy

YOUR PRO MEMBER SUBSCRIPTION SERVICE CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD. The “Subscription Billing Date” is the date when you purchase your first subscription to the Subscription Product.

5.2.1 Potential Fees

Charges or fees from third-party service providers are not covered by Gray Digital. Gray Digital is unable to initiate returns or refunds on behalf of a merchant or any other third-party service. To initiate a refund from a third-party, please reach out to the merchant that created the charge. Products & Services purchased from Gray Digital could be subject to a refund fee up to 25% of the item. Refunds of financial Products & Services could have additional fees added to transactions if they are not within the typical product cycle/billing cycle. Additional fees for refunds are handled and decided on a case-by-case basis and do not always apply.

5.3 How to File a Complaint

If you are dissatisfied with the Products & Services provided by Gray Digital, and you are eligible for a refund under the terms of this Policy, you can file an email complaint to [e-mail]. All complaints will be investigated by Gray Digital team.

6. Managed Funds and Forfeiture of Yield

6.1 Participation in Managed Funds

Users who invest in the Company’s managed funds (collectively, the “Managed Funds”) agree to be bound by the following terms, in addition to all other provisions contained in these Terms of Service:

6.1.1 Acceptance of Investment Terms: By participating in the Managed Funds, the User acknowledges and accepts the specific investment terms associated with each fund, including but not limited to investment strategy, fees, redemption periods, and potential risks.

6.1.2 Commitment Period: The User acknowledges that investments in Managed Funds may be subject to a commitment period during which withdrawals or redemptions may not be allowed, except under the terms outlined below or in specific fund documentation.

6.1.3 Application of Terms to Participants: By participating in the Managed Funds, the User explicitly agrees that all terms and conditions set forth in these Terms of Service, including but not limited to the provisions regarding forfeiture of yields, termination, and "drop the gates" provisions, shall fully apply to the User and their account. The User acknowledges and agrees that these terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

6.1.4 KYC Requirement: Access to the Managed Funds and certain other services or products requires the User to complete the Know Your Customer ("KYC") process. By completing the KYC process and investing in the Managed Funds, the User agrees to be bound by all the terms and conditions set forth in these Terms of Service.

6.2 Grounds for Termination and Forfeiture of Yield

The Company reserves the right to terminate a User’s participation in the Managed Funds, deny access to the Platform, and withhold any accrued yield, bonuses, or other earnings (collectively, "Yield"), while refunding only the User's initial deposit, under the following circumstances, including but not limited to:

6.2.1 Fraudulent Activity: Any attempt by the User to engage in fraudulent activity, including but not limited to the creation of multiple accounts, manipulation of Platform systems, or any other form of deceit designed to exploit the Platform, Managed Funds, or other Users.

6.2.2 Misuse of the Platform or Managed Funds: Any behavior that constitutes misuse of the Platform or Managed Funds, including but not limited to unauthorized use of automated scripts, bots, or any form of software that interferes with the normal operation of the Platform or Managed Funds.

6.2.3 Disruption of Community or Fund Operations: Any intentional actions by the User to create issues or unrest within the Platform’s community or disrupt the operation of the Managed Funds, including but not limited to spreading misinformation, coordinating efforts to undermine fund stability, or causing dissatisfaction among other Users.

6.2.4 Breach of Fund-Specific Terms: Any violation of the specific terms, guidelines, or strategies associated with a particular Managed Fund as outlined in the fund’s documentation or related materials provided to the User at the time of investment.

6.3 "Drop the Gates" Provisions

6.3.1 Gate Provisions: The Company reserves the right to invoke "gates" on withdrawals or redemptions from the Managed Funds in the event of extreme market conditions, significant fund outflows, or any other scenario where unrestricted withdrawals could, in the Company’s sole discretion, jeopardize the stability of the Managed Funds or the interests of the remaining investors.

6.3.2 Temporary Suspension of Withdrawals: Under the "drop the gates" provisions, the Company may temporarily suspend all withdrawals or redemptions from the Managed Funds. During this period, Users may not be able to access their funds until the Company determines that the risk to the Managed Funds has sufficiently subsided.

6.3.3 Proportional Redemptions: In certain circumstances, the Company may allow for proportional redemptions, where only a portion of the User’s investment in the Managed Funds may be redeemed during the gating period, with the remainder locked until the Company lifts the gate.

6.3.4 Notification: The Company will notify Users affected by the "drop the gates" provisions via the email address associated with their account, specifying the reasons for the gating and the expected duration of the suspension or restrictions.

6.3.5 No Liability: The Company shall not be liable for any losses or damages incurred by the User as a result of invoking the "drop the gates" provisions, including but not limited to any potential loss of investment opportunities or the inability to access funds during the gating period.

6.4 Process for Termination and Forfeiture

6.4.1 Investigation: Upon the Company’s identification of a potential breach of these Terms of Service, the Company may initiate an investigation. The User may be temporarily suspended from accessing the Platform during the investigation.

6.4.2 Notification: The Company will notify the User of the breach via the email address associated with their account, specifying the nature of the breach and providing the User with an opportunity to respond within a reasonable timeframe as determined by the Company.

6.4.3 Final Determination: If the Company, in its sole discretion, determines that a breach has occurred, the User's account may be permanently terminated. The User’s initial deposit may be refunded, but all Yield accrued up to the point of termination will be forfeited to the Company.

6.4.4 No Appeal: The Company’s determination regarding breaches of these Terms of Service and the corresponding penalties shall be final and binding, with no further appeals permitted.

6.5 Effect of Termination

6.5.1 Account Closure: Upon termination, the User's account will be closed, and the User will no longer be entitled to access or use the Platform or participate in the Managed Funds.

6.5.2 No Future Access: The User agrees not to attempt to re-register or access the Platform or Managed Funds using another account or through any other means after termination.

6.5.3 Legal Recourse: The Company reserves the right to pursue any legal or equitable remedies available under applicable law for any damages or losses suffered due to the User’s breach of these Terms of Service.

7. Licenses

7.1 Limited Licenses

Subject to your complete and ongoing compliance with these Terms, Gray Digital grants you, solely for your personal use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access and use web-based, mobile, or other downloadable applications associated with the Products & Services (whether accessed or installed by you or on a mobile device that you own or control); and (b) access and use the Products & Services. The foregoing license does not include ownership or unauthorized access/use of any Products & Services.

7.2 License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of any part of the Products & Services; (b) make modifications to the Products & Services; or (c) interfere with or circumvent any feature of the Products & Services, including any security or access control mechanism. If you are prohibited under applicable law from using the Products & Services, then you may not use it.

7.3 Feedback

We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with, or proposed modifications or improvements to the Products & Services (“Feedback”), then you hereby grant Gray Digital an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Products & Services and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

8. Ownership; Proprietary Rights

All Products & Services are owned and operated by Gray Digital. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), software, services, and all other elements of the Products & Services provided by Gray Digital (“Materials”) are protected by intellectual property and other laws. All Materials included in the Products & Services are the property of Gray Digital or its third-party licensors. Except as expressly authorized by Gray Digital, you may not copy or make use of the Materials.

9. Third-Party Terms

9.1 Third-Party Services and Linked Websites

Gray Digital may provide tools through the Products & Services that enable you to export information, including User Content, to third-party services, including through features that allow you to link your account on the Products & Services with an account on the third-party service, such as MetaMask, Twitter, Stripe, or through our implementation of third-party buttons (such as “like” or “share” buttons). By using one of these tools, you hereby authorize Gray Digital to transfer that information to the applicable third-party service. Third-party services are not under Gray Digital’s control, and, to the fullest extent permitted by law, Gray Digital is not responsible for any third-party service’s use of your exported information. The Products & Services may also contain links to third-party websites. Linked websites are not under Gray Digital’s control, and Gray Digital is not responsible for their content. Further, Gray Digital will not provide exports of third-party data (e.g., Stripe Express accounts) because the option to link to owned data that is readily accessible is already available with the applicable third party. Please be sure to review the terms of use and privacy policy for Gray Digital and any third-party services utilized by this platform. Once sharing occurs, Gray Digital will have no control over the information that has been shared.

9.2 Third-Party Software

The Products & Services may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.

10. Communications

10.1 Discord Notifications

When you install the Discord app and access Gray Digital Community on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting Discord’s “settings” page or by muting notifications via the “Server Settings” in Gray Digital Discord.

10.2 Email

We may send you emails concerning our Products & Services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

11. User Agreement

By accessing or using our Products & Services, you agree to be bound by these Terms and all terms incorporated by reference. If you do not agree to these Terms, you should not access or utilize our Products & Services:

Participating Members shall Not:

- Use the Service or sell any Products for any illegal purpose or in violation of any local, state, national, or international law;

- Violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;

- Access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Gray Digital;

- Interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use, printing, or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;

- Interfere with the operation of the Service or any user’s enjoyment of the Service, including by:

- Uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code;

- Making any unsolicited offer or advertisement to another user of the Service;

- Collecting personal information about another user or third party without consent; or

- Interfering with or disrupting any network, equipment, or server connected to or used to provide the Service.

- Harass any user with unsolicited, unwelcome, disrespectful, physically abusive, or offensive behavior. Examples of harassment include, but are not limited to, user targeting attempts (social media bans, server bans, attacking other users’ social media), unwanted comments or remarks, jokes, slurs, online messages, unwanted physical intimidation or touch, and literature including pictures and posters, depicting people in a negative light based on prohibited grounds, e.g., racial or religious harassment, age harassment, etc.

- Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission.

The intent of this section is to provide a brief synopsis of Gray Digital User Agreement. For more information regarding a detailed Gray Digital User Agreement, please visit our documentation: https://docs.graydigital.com/gray-digital/.

12. Modification of Terms

We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Products & Services. If you do not agree to the modified Terms, then you should discontinue your use of the Products & Services.

13. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Products & Services, and you will defend and indemnify Gray Digital, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Company”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service or any Product; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (4) any dispute regarding any Service or Product, or (5) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

14. Disclaimers; No Warranties by Gray Digital

THE PRODUCTS & SERVICES AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. Gray Digital DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Gray Digital DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE PRODUCTS & SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, OR OTHER HARMFUL COMPONENTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF Gray Digital ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

15. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL Gray Digital BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Gray Digital ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

EXCEPT AS REQUIRED BY LAW, Gray Digital SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR FAILURE TO COMPLY WITH THE TERMS OR ANY APPLICABLE THIRD-PARTY AGREEMENTS OR POLICIES. Gray Digital WILL NOT BE LIABLE FOR ANY CLAIM BASED ON A THIRD PARTY’S USE OF THE PRODUCTS OR SERVICES IN VIOLATION OF THESE TERMS.

IF A CLAIM BASED ON A THIRD PARTY’S USE OF THE PRODUCTS OR SERVICES IS SUBJECT TO A SETTLEMENT AGREEMENT OR COURT ORDER, Gray Digital’S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO Gray Digital UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

16. Confidentiality and Non-Disclosure

16.1 Confidential Information

During your use of the Products & Services, you may have access to, or be exposed to, proprietary, confidential, or otherwise sensitive information that is not generally known to the public ("Confidential Information"). This may include, but is not limited to, business plans, marketing strategies, financial data, user data, trade secrets, technologies, software, algorithms, know-how, and any other information marked or otherwise identified as confidential by Gray Digital.

16.2 Obligation to Maintain Confidentiality

You agree that you shall:

16.2.1: Keep all Confidential Information strictly confidential and use it solely for the purpose of utilizing the Products & Services in accordance with these Terms.

6.2.2: Not disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of Gray Digital.

16.2.3: Take all necessary precautions to protect the confidentiality of the Confidential Information, at least as stringent as you would protect your own confidential information, and in no event with less than a reasonable degree of care.

16.3 Exceptions

The obligations under this Confidentiality and Non-Disclosure section do not apply to information that:

16.3.1: Is or becomes publicly available through no breach of this agreement by you.

16.3.2: Was lawfully known to you before receiving it from Gray Digital.

16.3.3: Is received by you from a third party who is not under any obligation of confidentiality to Gray Digital.

16.3.4: Is independently developed by you without the use of or reference to the Confidential Information.

16.4 Legal Disclosure

In the event that you are required by law, regulation, or a valid legal process to disclose any Confidential Information, you agree to promptly notify Gray Digital of the obligation to disclose, and cooperate with Gray Digital, at its expense, in seeking to obtain any protective order or confidential treatment for the disclosed information.

16.5 Duration of Confidentiality Obligations

Your confidentiality obligations regarding the Confidential Information shall survive the termination of your account or cessation of your use of the Products & Services, continuing indefinitely unless otherwise agreed upon in writing by Gray Digital.

17. Governing Law and Jurisdiction

These Terms of Service and any disputes arising out of or related to these Terms, the Products & Services, or the Managed Funds shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. You agree that any legal action or proceeding between you and Gray Digital shall be brought exclusively in a federal or state court of competent jurisdiction sitting in Delaware, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.

18. Severability

If any provision of these Terms is found to be invalid or unenforceable under applicable law, such provision shall be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.

19. Entire Agreement

These Terms, along with any other legal notices or agreements referenced herein, constitute the entire agreement between you and Gray Digital with respect to the Products & Services, and supersede all prior or contemporaneous communications and proposals, whether oral, written, or electronic, between you and Gray Digital with respect to the Products & Services.

20. Waiver

No waiver of any provision of these Terms by Gray Digital shall be deemed a further or continuing waiver of such provision or any other provision, and Gray Digital’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

21. Contact Information

If you have any questions, concerns, or disputes regarding these Terms, you may contact Gray Digital at: [e-mail]