Employer Terms and Conditions

Grayce, Inc.

Updated February 25, 2021

1. Definitions. 

As used in this Agreement: 

a.  “Authorized User” means: (a) the employees of Customer who are authorized to access the Services; and (b) Customer’s End Users.

b.  “Grayce Data” means any information, data, content and materials made available to Grayce, provided by Grayce to Customer pursuant to the Agreement, or maintained by Grayce, excluding any identifiable Customer Data or End User Data.

c.  “Grayce Services” or “Services” means, collectively, all services provided to Customer under this Agreement, including, but not limited to, Support Services and Care Services. 

d.  “Care Services” means the following services provided by certified care advisors (also referred to as “aging life care experts” and “care managers”): (a) advisory consults and assessments; (b) written care plan reports; (c) follow up consults to review care plans to address recommendations and questions; and, (d) related services within certified care advisors’ expertise. 

e.  “End Users” are the individuals represented by Authorized Users and are benefiting from the expertise of the certified care advisors.

f.  “Customer Data” means any information, data, materials and content owned or licensed by Customer and provided to Grayce on or after the Effective Date, excluding such data that constitutes Grayce Data. 

g.  “End User Data” means any information, data, materials and content about End Users provided by Authorized Users or End Users to Grayce on or after the Effective Date, excluding such data that constitutes Grayce Data.

h.  “Documentation” means the user instructions, help files, and software and services specifications made available by Grayce for use with the Services.

i.  “Intellectual Property Rights” means all intellectual property rights or similar proprietary rights, including but not limited to: (a) patent rights and utility models; (b) copyrights and database rights; (c) trademarks; trade names, domain names and trade dress and the goodwill associated therewith; (d) trade secrets; (e) mask works; and, (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.

j.  “Software” means the Grayce software and mobile app offerings identified in the applicable Order Form.

k.  “Support Services” means the support services related to the Software, as described in the Order Form.

2. Software Services

a.   Software, Services, and Terms.  Grayce shall provide Customer and Authorized Users the Software and Services described in the Order Form, and as applicable, for the fees and under any other terms described on the Order Form (collectively the “Services”).  Should the Terms and Conditions conflict with the terms of any Order Form, the terms of the Terms and Conditions will control.  Any change to an Order Form will be set forth in a change order that is mutually agreed upon and signed by the Parties (a “Change Order”).

b.   License Grant.  Grayce hereby grants to Customer (and Authorized Users who sign/accept separate User Terms and Conditions), during the Service Term of the Order Form, a limited, revocable, non-exclusive, non-transferable right and license to access, use and display the Software in accordance with the Documentation subject to any applicable terms of use for the purposes set forth in the Order Form.

c.   Restrictions. Customer will not: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code form or structure of the Software; (b) provide, lease or lend the Software or Services to any non-Authorized User; (c) remove any proprietary notices or labels displayed on the Software; (d) create a derivative work of any part of the Software; (e) intentionally use the Software for any unlawful purpose or purpose not contemplated by this Agreement; or (f) create Internet “links” to or from the Software, or “frame” or “mirror” any of Grayce’s content that forms part of the Software.

d.   Support Services. Grayce will provide commercially reasonable efforts to support, update and maintain the Software, as necessary, to ensure Software is properly functioning for Customer use.  

e.   Acceptance of Services.  In the event Support Services are not performed in accordance with this Agreement, Customer will notify Grayce in writing no later than thirty (30) calendar days after performance of the relevant Services. Customer’s notice will specify the basis for non-compliance with the Agreement and if Grayce agrees with the basis for non-compliance, then at Grayce’s sole option, Grayce will re-perform the Support Services at no additional charge to Customer or refund to Customer the applicable fees for such Services.  THE FOREGOING CONSTITUTES CUSTOMERS’ SOLE AND EXCLUSIVE REMEDY AND GRAYCE’S SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO PERFORMANCE OR NONPERFORMANCE OF THE SET UP AND SUPPORT SERVICES. 

f.   Customer Data License Grant.  Customer hereby grants to Grayce a limited, non-exclusive, royalty-free, worldwide license to use, reproduce, aggregate and modify the Customer Data  and to perform all acts with respect to the Customer Data as may be necessary for Grayce to provide the Software and Services to Customer and Authorized Users. Customer Data will be included in and treated as Customer’s Confidential Information under this Agreement. 

g.   Grayce Developments.  Except as otherwise set forth in this Agreement, all inventions, works of authorship, and developments conceived, created, written, or generated by or on behalf of Grayce, whether solely or jointly, including without limitation, in connection with the Grayce Services and Software hereunder, (“Grayce Developments”) and all Intellectual Property Rights therein, shall be the sole and exclusive property of Grayce.

3. Customer Responsibilities

a.   Customer Systems. To the extent Customer and Authorized Users intend to access the Services through Customer’s systems, Customer is responsible for: (a) obtaining, deploying and maintaining its systems, and all computer hardware, mobile devices, software, modems, routers and other communications equipment necessary for Customer and Authorized Users to access and use the Grayce Software via the Internet or mobile app; (b) contracting with third party ISP, telecommunications and other service providers to access and use the Grayce Software via the Internet; and (c) paying all third party fees and access charges incurred in connection with the foregoing.  

b.   Consents.  Customer will obtain all necessary consents and authorizations to enable Grayce to use, upload, process and store Customer Data using the Software.  

c.   Authorized User List Updates.  Customer must provide Grayce an electronic list identifying the Authorized Users by name and e-mail address before Services will commence and provide Grayce monthly updates to the electronic list.  Grayce reserves the right to contact Authorized Users (i) whose employment with Customer subsequently terminate, or who discontinue accessing the Services under this Agreement, with the option to continue utilizing Grayce’s services under a separate agreement.

4. Proprietary Rights 

a.   Grayce Intellectual Property.  As between the Parties, Grayce shall own all right, title and interest, including all Intellectual Property Rights, in and to the Software, Services, Grayce Data, Grayce Developments (including but not limited to utilization reports), Documentation, and any other Grayce property or materials furnished or made available hereunder, and all modification and enhancements thereof, including derivative forms of work based on the foregoing, belong to and are retained solely by Grayce.  

b.   Trademarks.  Nothing in this Agreement shall grant any Party any ownership interest, license or other right to any other party’s trade names, trademarks or service marks.

c.   Customer Data.  As between the Parties, Customer shall own all right, title and interest, including all Intellectual Property Rights, in and to the Customer Data.

d.   Feedback License.  Customer hereby grants Grayce a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software any suggestion, enhancement, request, recommendation, or other feedback related to the Software provided by Customer (any “Feedback”).  Feedback shall not be considered Customer’s Confidential Information pursuant to this Agreement.

5. Fees and Payments

a.   Fees.  The fees under this Agreement are set forth in the Order Form.  Grayce may increase the fees listed in the Order form at any time, which would not take effect until the expiration of Grayce providing thirty (30) days’ Notice.  User fees accrue when Authorized Users complete an intake consult.  

b.   Payments.  If payment is not made within the time set forth in the Order Form or within thirty (30) days of receipt of the invoice, whichever is applicable, then (a) Grayce will charge Customer a late charge of 1.5% interest per month, or the maximum lawful rate, whichever is lower, and (b) Grayce may suspend Customer’s and Authorized Users access to the Software and Services until Customer is current on payments.  

6. Confidentiality

a.   Definition.  In connection with this Agreement, each Party (a “Disclosing Party”) may disclose its confidential or proprietary information to the other Party (a “Receiving Party”). Subject to the exceptions listed below, a Disclosing Party’s “Confidential Information” shall be defined as such information disclosed by or on behalf of the Disclosing Party to the Receiving Party under this Agreement and during its term that is actually treated by the Disclosing Party as confidential and either: (i) is clearly marked or otherwise clearly designated as confidential or proprietary; (ii) is described in this Section 6.a; or (iii) should be reasonably understood by the Receiving Party to be the confidential or proprietary information of the Disclosing Party.  Grayce’s Confidential Information includes the Software, Services, Documentation, and Grayce Data.  Customer’s Confidential Information includes Customer Data and End User Data.

b.   Obligations of Confidentiality.  During the term of this Agreement and after its expiration or termination, each Party shall keep the Confidential Information of the other Party in strict confidence and neither Party may use or otherwise disclose the other Party’s Confidential Information to any third Party without the prior written consent of the Disclosing Party.  Each Party may use and disclose the Confidential Information of the other Party to its employees or subcontractors to the limited extent necessary to permit such Party to perform its obligations under the Agreement, provided that each third Party to whom Receiving Party discloses such Confidential Information is bound by obligations of confidentiality with respect to such Confidential Information that are consistent with this Section. In the case of subcontractors all such obligations of confidentiality shall be in a written agreement prior to the disclosure.  Each Party shall be responsible for the actions and omissions of employees and subcontractors to whom they disclose the other Party’s Confidential Information to the same extent as if such actions or omissions were their own.  Except for End User Data, upon the termination of this Agreement, each Party shall return to the other Party or destroy all Confidential Information of such other Party in its possession, custody or control.  Grayce may maintain and keep confidential End User Data after termination of this Agreement and use non-identifiable and/or aggregate End User Data for educational, research, and software and services quality improvement purposes.

c.   Exceptions.  Confidential Information shall not include any information that: (i) is or becomes publicly available through no wrongful act of the Receiving Party; (ii) the Receiving Party can demonstrate was in the Receiving Party’s possession free of any obligation of confidentiality at the time of the Disclosing Party’s communication thereof to the Receiving Party; (iii) becomes known to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality; or (iv) is developed by the Receiving Party completely independent from the Confidential Information of the Disclosing Party. Notwithstanding any provision in this Section to the contrary, in the event that Receiving Party becomes obligated by mandatory applicable law, regulatory rule or judicial or administrative order to disclose Disclosing Party’s Confidential Information, or any portion thereof, Receiving Party shall notify Disclosing Party thereof, so that the Disclosing Party may seek an appropriate protective order or other, similar remedy or relief with respect to resisting or narrowing the scope of such disclosure. In the absence of such a protective order or other remedy or relief, Receiving Party may disclose such Confidential Information, provided that Receiving Party furnishes only such portion of the Confidential Information as it is legally required to disclose.

d.   Equitable Relief.  Both Parties agree that any breach of the confidentiality obligations under this Section may result in irreparable damage for which there is no adequate remedy at law. Therefore, it is agreed that the non-breaching Party shall be entitled to equitable relief, without the necessity of posting a bond or other undertaking, including permanent injunctive relief enjoining such breach, by a court of competent jurisdiction, in addition to whatever remedies it may have at law.

7. Warranty and Limitations

a.   Grayce’s Warranty.  Grayce represents and warrants to Customer that (i) it has the power and authority to enter into and perform this Agreement; (ii) the execution, delivery and performance of this Agreement will not violate any applicable law, rule or regulation by which Grayce is bound; (iii) during the Service Term of the Order Form, the Software will perform substantially in compliance with the Documentation and terms of the Order Form; and (iv) it will protect Customer Data and End User data in accordance with its privacy policy and procedure(s).  

b.   Customer’s Warranty. Customer represents and warrants to Grayce that: (i) Customer has the power and authority to enter into and perform this Agreement; (ii) Customer will use best efforts to coordinate and consult with Grayce regarding Customer’s employee marketing plan; and, (iii) the execution, delivery and performance of this Agreement and Customer’s provision of the Customer Data will not violate any applicable contract, law, rule or regulation to which Customer is bound. 

c.   Practice of Medicine. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT GRAYCE IS IN NO WAY ACTING AS A MEDICAL OR HEALTH CARE PROVIDER UNDER THIS AGREEMENT.  CUSTOMER HEREBY AGREES TO ADVISE ITS EMPLOYEES AND ANY OTHER AUTHORIZED USER OR END USER IT BECOMES AWARE OF THAT GRAYCE IS NOT PROVIDING MEDICAL OR HEALTH CARE PROVIDER SERVICES UNDER THIS AGREEMENT. CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THE INFORMATION, PROCESSES, PRODUCTS AND OTHER ITEMS REFERENCED BY GRAYCE OR ITS SOFTWARE ARE NOT INTENDED AS A RECOMMENDATION OR ENDORSEMENT OF ANY COURSE OF TREATMENT, INFORMATION, OR PRODUCT.  

d.   Warranty Disclaimer.  ALL SERVICES, INFORMATION AND DATA ARE PROVIDED “AS IS,” AND EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 7, GRAYCE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, NON-INFRINGEMENT OR ACCURACY. THE ENTIRE RISK ARISING OUT USE OF THE GRAYCE SERVICES AND SOFTWARE, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION, DATA, PRODUCTS, PROCESSES, AND OTHER MATTERS REFERENCED BY THE GRAYCE SERVICES AND SOFTWARE, REMAINS WITH THE CUSTOMER. GRAYCE DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING (A) THE USE OR THE RESULTS OF THE USE OF ITS SERVICES AND SOFTWARE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE, OR (B) THE ACCURACY OF PROCESSES, IMAGES, INFORMATION OR OTHER DATA PROVIDED BY THE SERVICES AND SOFTWARE. THE INFORMATION PROVIDED BY OR THROUGH THE SERVICES OR SOFTWARE, IS INTENDED AS A SUPPLEMENT TO, AND NOT A SUBSTITUTE FOR, THE KNOWLEDGE, SKILL AND JUDGMENT OF LICENSED HEALTH CARE PROFESSIONALS PROVIDING CLINICAL OR MENTAL HEALTH CARE SERVICES.  

e.   Limitation of Liability. IN NO EVENT WILL GRAYCE, ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS, BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND WHETHER OR NOT CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL GRAYCE BE LIABLE IN THE AGGREGATE FOR ANY CLAIMS OR DAMAGES IN ANY AMOUNT EXCEEDING THE AMOUNTS CUSTOMER HAS PAID TO GRAYCE UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE MONTHS PROCEEDING SUCH CLAIM OR DAMAGES.

8. Indemnification.

a.   Customer Indemnification. Customer shall defend, indemnify and hold Grayce and its directors, officers, employees, agents and successors harmless from and against any and all losses, claims, actions, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), or portions thereof, brought by a third party arising out of or resulting directly or indirectly from (i) Customer or Authorized Users’ use of the Software, Services, or Grayce Data other than as permitted under this Agreement; (ii) Customer’s material breach of this Agreement; (iii) violation of any applicable law, rule or regulation by Customer; and, (iv) any care services provided by Customer’s employees, agents, contractors, or other professionals.

b.   Grayce Indemnification. Subject to the limitations of liability set forth in Section 7(e), Grayce shall defend Customer and its directors, officers, employees, agents and successors against any claims, actions or proceedings (each, a “Claim”) brought by a third party resulting from or arising out of an allegation that Customer’s use of the Software or Services, as authorized by Grayce under this Agreement, infringes or misappropriates any Intellectual Property Rights of a third party.  Grayce will pay any Losses finally awarded against Customer or agreed to as part of a settlement in connection with any such Claims.  

c.   Indemnification Process. If any action will be brought against either Party in respect to any allegation for which indemnity may be sought from the Indemnifying Party, the Indemnitee will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at that Party’s expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnifying Party will have sole and exclusive control over the defense and settlement of any such claim. However, Indemnitee will not acquiesce to any judgment or enter into any settlement that adversely affects its rights or interests without its prior written consent, which such consent shall not be unreasonably withheld. 

9. Termination  

a.   Termination.  Either Party may terminate this Agreement (i) upon written notice to the other Party, if the other Party is in breach of any material obligation under this Agreement and fails to cure such breach within thirty (30) business days after written notice thereof from the terminating Party or (ii) upon 90 days written notice to the other Party.  With respect to subsection (ii) of this Section 9(a), Grayce may exercise its discretion and expedite the effective date of termination if Customer has elected to terminate this Agreement based upon receipt of notice of a fee increase within ninety days of expiration of a Service Term.   

b.   Effect of Termination.  

i.   Unless otherwise stated below, upon expiration or termination of this Agreement for any reason, (a) the license to the Software shall terminate and the Customer shall not use or access, directly or indirectly, the Software or any Documentation (unless and until the Customer executes a new license and services agreement); (b) as applicable, Authorized Users or End Users shall retain Software account access as individuals, bound by the User license and services agreement and/or User terms and conditions; (c) Grayce’s obligation to Customer to perform Support Services for new Authorized Users shall cease; (c) provided, however, that subsections a and b of this Section 9(b)(i), may be tolled at Grayce’s discretion for the outstanding duration of the former Service Term if Customer terminates this Agreement early without cause, thereby allowing Authorized Users and End Users continue utilizing the Software for the outstanding duration of the former Service Term; and (d) all fees and other amounts owed to Grayce will be immediately due and payable by Customer up through the effective date of termination for any Support Services or set up Services completed – there are no partial refunds. 

ii.   If Customer has made any copies of any Software, Documentation, or any other Grayce property or materials furnished or made available hereunder, Customer shall either destroy or return to Grayce all such copies along with a certificate signed by Customer that all such copies have been either destroyed or returned, respectively, and that no copy or any part of the aforementioned software, data or materials has been retained by Customer in any form.

iii.   Within thirty (30) days after the effective date of termination or expiration, Grayce will: (i) make any Customer Data stored on the Software available for download by Customer for a period of thirty (30) days in the format in which it is stored in the Software.  Except as required by law, after such 30-day period, Grayce will have no obligation to maintain or provide any Customer Data and may thereafter delete all Customer Data in its systems or otherwise in its possession or under its control; provided, however, that Grayce may maintain Customer Data in a secure electronic file storage system after such 30-day period.

10.  Audit. 

Customer will maintain records reasonably sufficient to document and record its compliance with the terms and conditions of this Agreement.  Grayce shall have the right to audit such records upon not less than ten (10) business days’ prior written notice, not more often than one time per year hereunder, to confirm compliance with this Agreement.

11. Miscellaneous

a.   Relationship of the Parties.  The relationship of the Parties under this Agreement is that of independent contractors, and nothing herein shall be deemed to create a partnership, joint venture, employment, or similar relationship.  

b.   Auto-Renewal.  Order Forms subject to auto-renewal shall renew on existing terms as the preceding Service Term, excluding fee increases pursuant to Section 5(a).

c.   Assignment.  This Agreement shall be binding upon and inure to the benefit only of the Parties hereto and their respective successors and permitted assigns. Grayce may subcontract its obligations hereunder to a third party or affiliate and may assign to a successor in interest. Customer may not assign this Agreement nor any of its rights, duties or obligations hereunder without the prior written consent of Grayce.

d.   Governing Law.  The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, United States of America, without regard to its conflicts of laws rules.

e.   Disputes/Arbitration.  In case of disputes in connection with the negotiation, execution, interpretation, performance or non-performance of this Agreement, the Parties agree to seek non-binding mediation, which shall be conducted remotely by a single mediator selected by the Parties. The mediator shall conduct the proceedings pursuant to the rules of the American Arbitration Association, as now or hereafter amended. In the event that any such mediation does not produce a settlement, unless the dispute is otherwise settled, the dispute shall be determined by binding and final arbitration in California, by three (3) arbitrators selected by the Parties (or by the American Arbitration Association if the Parties cannot agree) in accordance with the law of the State of California and the rules of the American Arbitration Association.  If the Parties fail to agree on the mediator within thirty (30) days of the date one of them invokes this mediation provision, either Party may apply to the American Arbitration Association to make the appointment.

f.   Force Majeure.  Neither Party shall be liable for any default or delay in the performance of any of its obligations under this Agreement if such default or delay is caused, directly or indirectly, by fire, flood, earthquake, the elements, or other such occurrences; labor disputes, strikes or lockouts; wars (declared or undeclared), rebellions or revolutions in any country; riots or civil disorder; accidents or unavoidable casualties; interruptions of transportation or communications facilities or delays in transit or communication; supply shortages; laws, treaties, agreements, embargoes, actions, inactions, rulings, regulations, decisions or requirements, whether valid, invalid, formal or informal, of any government, tribunal or governmental agency, board or official; litigation to which either Party may be a party relating to any rights of such Party in any patents, licenses, trademarks, service marks, or trade names; or any other cause, whether similar or dissimilar to those enumerated herein, beyond that Party’s reasonable control.  The Party experiencing a default or delay caused by any of the above circumstances shall notify the other Party of any such contingency within a reasonable period of time.

g.   Waiver.  Except as otherwise specified in this Agreement, this Agreement may be amended or supplemented only by a writing that refers explicitly to this Agreement and that is signed on behalf of both Parties.  No waiver will be implied from conduct or failure to enforce rights.  No waiver will be effective unless in a writing signed on behalf of the party against whom the waiver is asserted.  If any of this Agreement is found invalid or unenforceable that term will be enforced to the maximum extent permitted by law and the remainder of the Agreement will remain in full force.

h.   Notices.  All notices and other communications required or permitted to be given or made hereunder shall be in writing and delivered personally or sent by pre-paid, first class, certified or registered mail, return receipt requested, or by email addressed to the intended recipient thereof at the address appearing on the Order Form.  Any such notice or communication shall be deemed to have been duly given immediately (if given or sent by email), or five days after mailing.  Any Party may change the address or email address to which notices, demands or other communications shall be sent by giving notice to the other Party in the manner provided herein.

i.   Headings.  The headings describing the contents of sections are inserted only for convenience and shall not be construed as a part of this Agreement or as a limitation on or enlargement of the scope of any of the terms or provisions of this Agreement.

j.   Severability.  All rights and restrictions contained herein may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable.  If any term of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the Parties that the remaining terms hereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining terms shall remain in full force and effect.

k.   No Third-Party Beneficiaries.  The Parties do not intend to, and do not, by executing this Agreement, confer any benefit that could give rise to a claim or cause of Action under this Agreement upon any person other than the Parties and their permitted successors and assigns.

l.   Authorized User License Grant.  The Parties agree that Grayce’s provision of the Services is contingent upon Authorized Users acceptance and execution of Grayce’s User Terms and Conditions. Grayce shall not be able to provide the Services to Authorized Users who decline to accept and execute the User Terms and Conditions.

m.   Authorized User Accounts. Authorized User accounts are established upon acceptance and execution of Grayce’s User Terms and Conditions. Authorized User accounts remain active so long as Customer is a party to this Agreement or until the date Authorized Users’ or End Users’ Software license expires, as described in Section 9(b)(i), whichever date comes later.  If and when this Agreement is terminated or Authorized User’s employment with Customer ends, Grayce may maintain Authorized User’s account, which would remain inactive unless and until Customer and End User enter into a separate license and services agreement and pay the applicable fee.

n.   Publicity.  Upon execution of this Agreement, Grayce may include Customer’s name and logo among the list of customers on Grayce’s website and in its marketing materials.

o.   Compliance with Laws. Customer shall comply with all applicable Laws in connection with its performance under this Agreement.

p.   Survival.  The following provisions will survive any termination or expiration of this Agreement:  Sections 2(c) (Restrictions), 2(g) (Grayce Developments), 4 (Proprietary Rights), 5 (Fees and Payments), 6 (Confidentiality), 7(d) (Warranty Disclaimer), 7(e) (Limitation of Liability), 11 (Miscellaneous), and any other provision of this Agreement that must survive to fulfill its essential purpose.

q.   Entire Agreement.  This Agreement including its exhibits and any amendments supersedes all prior discussions and agreements between the Parties with respect to the subject matter hereof, and this Agreement contains the sole and entire agreement between the Parties with respect to the matters covered hereby.  Should the terms of the body of this Agreement conflict with the terms of any attachment or exhibit to this Agreement, the terms of the body of this Agreement will control.  Any future exhibits or attachments shall be deemed incorporated into to this Agreement when signed by both Parties.