Pioneer Program Invitation

This Pioneer Program Participant Agreement (this “Agreement”) governs participants’s use, testing and evaluation of the GrydPark software. By clicking the “accept” button that appears at the end of this Agreement you (a) accept this agreement and agree to be legally bound by its terms; and (b) represent and warrant that: (i) you are of legal age to enter into a binding agreement and (ii) if customer is a corporation, governmental organization, or other legal entity, you have the right, power, and authority to enter into this Agreement on behalf of customer and bind customer to its terms. If you do not agree to the terms of this Agreement, Gryd will not provide access to the Pioneer Program.

Pioneer Program Participant Agreement

Preamble: This Pioneer Program Participant Agreement (this “Agreement”) is entered into between Gryd Digital Media Ltd (“Gryd”), and you (“You”). This Agreement governs your access to and use of certain software and related services (the “Pioneer Program”) offered by Gryd solely for testing and evaluation purposes. Further description and related details of the Pioneer Program may be provided to you at the time you access or engage with the Pioneer Program. By accessing or using the Pioneer Program, you agree to be bound by this Agreement and accept all of its terms.  If you do not accept all the terms of this Agreement, then you may not use the Pioneer Program.

1. Terms of Service. You acknowledge and agree that your access and use of the Pioneer Program will be subject to the Gryd’s Terms of Service (“ToS”) and Privacy Policy (“Privacy Policy”), both of which are incorporated herein by reference, and the Pioneer Program are part of the Services (as such term is defined in the ToS) for purposes of the ToS and Privacy Policy. In the event of a conflict between the terms of this Agreement and any terms of the ToS, this Agreement supersedes the ToS with respect to your access to and use of the Pioneer Program.

2. Acknowledgment of Pioneer Program Limitations. You acknowledge that: (a) some features made available to the Pioneer Program have not been made commercially available by Gryd; (b) some features made available to the Pioneer Program may not operate properly, be in final form or fully functional; (c) services provided in the Pioneer Program may contain errors, design flaws or other problems; (d) it may not be possible to make features made available to the Pioneer Program fully functional; (e) use of features made available to the Pioneer Program may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; and (f) Gryd has no obligation to release a commercial version of the features made available to Pioneer Program or otherwise introduce features made available to the Pioneer Program.  You assume all risk arising from use of features made available to the Pioneer Program as further stated in this Agreement.

3. Obligations under Third Party Agreements.  If you have obligations to any third party, such as under the terms, conditions or policies of a telecommunication services provider that you use or through which you purchase data services (as a non-limiting example), you, and not Gryd, are solely responsible for your compliance with those requirements.  By providing you with access to the Pioneer Program, Gryd does not warrant or guarantee that how you may choose to use the Pioneer Program is allowed by any particular service provider, nor that your use complies with any laws or regulations that may apply to your use or purchase of any other services. Gryd is not liable for your failure to comply with any applicable local, state, national and foreign laws, treaties and regulations or any contracts, rules, policies or procedures applicable to your activities.

4. License. 

   1. License Grant. Subject to your compliance with the terms and conditions of this Agreement, Gryd hereby grants to you a limited, nonexclusive, nontransferable, revocable license, during the Term of this Agreement, to access and use the Pioneer Program solely for the purposes of testing and evaluation, and not for general production or commercial use.

   2. Restrictions. You acknowledge that the Pioneer Program contain trade secrets of Gryd and its licensors, and, in order to protect such trade secrets and other interests that Gryd and its licensors may have in the Pioneer Program, you agree not to: (i) reverse engineer, decompile or disassemble the services you are given access to or authorize a third party to do any of the foregoing, (ii) modify the software or code, (iii) distribute sell, sublicense or otherwise transfer the services provided to you by the Pioneer Program, or (iv) copy the services provided to you by the Pioneer Program, except as strictly necessary to use the services in accordance with the terms of Section 4.1. 

5. Feedback. You agree to (a) test the features provided to you by the Pioneer Program and cooperate with Gryd in evaluating the services, and (b) provide Gryd with feedback as reasonably requested from time to time. All feedback, comments, and suggestions for improvements that you provide to Gryd hereunder are referred to collectively as “Feedback”. You hereby grant Gryd a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

6. Ownership. As between the parties, Gryd is the sole owner of all rights, title and interest in and to the services, including all intellectual property rights therein. You will not acquire any rights or licenses in the Pioneer Program or Gryd’s Confidential Information, except as expressly provided in Section 4.1 this Agreement.

7. Confidentiality. 

   1. For purposes of this Agreement, “Confidential Information” means all services provided to you by the Pioneer Program and any information or materials disclosed by or on behalf of Gryd to you that (a) is marked “confidential” or “proprietary” or with a similar designation at the time of such disclosure, or (b) due to its nature or the circumstances of its disclosure, a person exercising reasonable business judgment would understand to be confidential or proprietary.  You agree: (i) to maintain all Confidential Information in strict confidence; (ii) not to disclose Confidential Information to any third parties; and (iii) not to use any Confidential Information for any purpose except for the purpose of testing and evaluating the services within the Pioneer Program in accordance with this Agreement and the ToS.

   2. The obligations and restrictions in Section 7.1 will not apply to any information or materials that: (a) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by you; (b) were rightfully known by you prior to the disclosure of such information or materials from Gryd; (c) are rightfully acquired by you from a third party who has the right to disclose such information or materials without breach of any obligation of confidentiality or restricted use to Gryd; or (d) are independently developed by you without access to any Confidential Information.

   3. Upon termination of this Agreement, or earlier upon Gryd’s request, you will promptly return to Gryd, or, at Gryd’s option, destroy, all tangible items and embodiments containing or consisting of Confidential Information and all copies thereof. All Confidential Information remains the sole and exclusive property of Gryd. 

   4. You agree that any breach of this Agreement by you may result in irreparable harm to Gryd, for which damages would be an inadequate remedy and therefore, in addition to its rights and remedies otherwise available at law, Gryd shall be entitled to seek equitable relief, including injunction, in the event of such breach.

8. Consideration.

   1. In consideration of your valuable feedback and contribution towards improving our service, the Gryd may provide credits for GrydPark to you as a form of compensation.

   2. You acknowledge and agree that these credits are the sole compensation you will receive in exchange for your feedback. No monetary payment, gift, or other form of compensation, except for the aforementioned credits, shall be provided to you. Notwithstanding the foregoing, Gryd, may, but is under no obligation, to provide additional forms of compensation at its sole discretion when deemed appropriate. 

   3. Any credits provided are non-transferable and can only be used within GrydPark in accordance with the terms outlined by the ToS. 

   4. You understand that the credits are provided at the sole discretion of Gryd and may be subject to change, modification, or discontinuation without prior notice. You acknowledge that Gryd has no obligation to provide any specific amount of credits or any credits at all.

   5. You further acknowledge and agree that the provision of credits does not create an employer-employee relationship, partnership, joint venture, or any other form of association between yourself and Gryd. You remain an independent contractor and are responsible for your own taxes, insurance, and any other obligations arising from your participation.

   6. You understand and agree that Gryd shall have the sole discretion to determine the eligibility criteria for receiving credits, the amount of credits to be provided, and any conditions or restrictions related to the use of such credits.

9. Termination. Gryd reserves the right to modify or terminate the Pioneer Program, this Agreement, or your use of the Pioneer Program, or to limit or deny access to the Pioneer Program,  at any time, in its sole discretion, for any reason, with or without notice and without liability to you. You may discontinue your use of the Pioneer Program at any time. Upon any termination, discontinuation or cancellation of the Pioneer Program, this Agreement or your access, the following sections of this Agreement will survive: 2, 3, 4.2, 5, 6, 7, 8, 10, 11 and 12.

10. Warranty Disclaimers.  YOU ACKNOWLEDGE THAT THE PIONEER PROGRAM ARE BEING PROVIDED “AS IS.”  GRYD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. GRYD MAKES NO WARRANTY THAT ANY OF THE PIONEER PROGRAM WILL MEET YOUR REQUIREMENTS AND/OR THAT THE PIONEER PROGRAM WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES GRYD MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PIONEER PROGRAM OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE PIONEER PROGRAM. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF ANY OF THE PIONEER PROGRAM IS DONE AT YOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

11. Limitation on Liability.  IN NO EVENT WILL GRYD BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE PIONEER PROGRAM OR FOR ANY ERROR OR DEFECT IN THE PIONEER PROGRAM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT GRYD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, GRYD’S LIABILITY HEREUNDER IS LIMITED TO $50.00.

12. Miscellaneous.  This Agreement will be governed and construed in accordance with the laws of the Province of Manitoba, without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to this Agreement will be the Provincial and federal courts located in Winnipeg, Manitoba, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.  This Agreement, together with the ToS and Privacy Policy, constitutes the entire and exclusive understanding and agreement between Gryd and you with respect to its subject matter, and supersedes and replaces any and all prior oral or written understandings or agreements between Gryd and you with respect to its subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. You may not assign or transfer this Agreement, by operation of law or otherwise, without Gryd’s prior written consent. Any attempt by you to assign or transfer this Agreement, without such consent, will be null and of no effect. Gryd may freely assign or transfer this Agreement without restriction. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Gryd’s failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Gryd. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.