Master Services Agreement

LAST UPDATED: February 2026

IMPORTANT — PLEASE READ CAREFULLY: Your use of and access to the Gravyty platform and any products and services described in your Order Form (collectively, the “Services”) provided by Gravyty, Inc. and its affiliates (“Gravyty”) is conditioned upon your compliance with and acceptance of this Master Services Agreement (“Agreement”), including use in accordance with any supporting technical documentation provided to you by Gravyty or made available on Gravyty’s websites.

BY ACCEPTING THIS AGREEMENT — WHETHER BY (1) CLICKING A BOX OR BUTTON INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. IN SUCH CASES, “CUSTOMER” REFERS TO THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT OR USE THE SERVICES.

NOW, THEREFORE, the Parties have agreed as follows:

MASTER SERVICES AGREEMENT

THIS MASTER SERVICES AGREEMENT (the “Agreement”) is made as of the last date of execution (the “Effective Date”), by and between GRAVYTY INC., a Delaware corporation, with office at 2033 Sixth Avenue, Suite 600, Seattle, WA 98121 and [CUSTOMER NAME], an Institution, with office at [Customer Address] (the “Customer”); each, a “Party”; collectively, the “Parties”

NOW, THEREFORE, the Parties have agreed as follows:

1. THE SERVICES

1.1 The Services. In accordance with the terms of this Agreement and any applicable Order Form, Gravyty shall provide the Customer with the Services listed on the applicable Order Form. 

Notwithstanding the above, Gravyty reserves the right, during the Term, to make certain changes and/or enhancements and/or modifications to the Services, any of its packages, features, its infrastructure, all for the purposes of improving the capabilities of the Services. Such changes shall not materially adversely affect the functionalities of the Services.

1.2 Subcontractors. Customer agrees that Gravyty may engage subcontractors in connection with the provision of the Services, including (but not limited to) third party hosting suppliers. Gravyty shall take reasonable steps to ensure the reliability and qualification of subcontractors that are engaged.

2. GRANT OF GRAVYTY LICENSE

2.1 License to access and use the Services. Subject to the terms of this Agreement, the applicable Order Form and payment by the Customer of all relevant Fees, Gravyty hereby grants to Customer, for the duration of the Term set forth in the applicable Order Form, a personal, non-exclusive, revocable (in case of breach), non-transferable, non-sublicensable, worldwide, limited license, to access and use the Services in accordance with the terms of this Agreement and the Order Form, solely for Customer’s internal business purposes (the “License”). 

2.2 License to use the Gravyty Marks. In addition, subject to the terms of this Agreement, the applicable Order Form and payment by the Customer of all relevant Fees, Gravyty hereby grants Customer for the duration of the Term set forth in the applicable Order Form, a personal, non-exclusive, revocable (in case of breach), non-transferable, non-sublicensable, worldwide, limited license to use Gravyty’s logo and/or trademark solely on its website and/or any marketing materials, with the prior written consent of Gravyty and in accordance with Gravyty’s trademark usage guidelines.

3. RESTRICTIONS ON USE AND CUSTOMER’S UNDERTAKINGS

3.1 Customer hereby undertakes and agrees: 

1. to use the Services solely in accordance with and subject to the terms and conditions of this Agreement and to otherwise comply with all the terms and conditions of this Agreement;
2. to cause each Administrator to be bound by an undertaking towards Customer to use the Services solely in accordance with and subject to the terms and conditions of this Agreement and to otherwise comply with all the terms and conditions of this Agreement;
3. to ensure that the Administrators shall keep their password and account information secure and confidential; and 
4. that any failure of an Administrator to comply with this Agreement shall also be deemed as Customer’s failure to comply with this Agreement. 

3.2 The Customer must not, and shall ensure that its Administrators shall not:

1. exceed the number of Users or Administrators specified (if applicable) as set forth in the Order Form; 
2. circumvent, disable or otherwise interfere with any password protections, authentication or security-related features of the Services or features that enforce limitations on the access to and/or use of the Services; 
3. sell, loan, lend, rent, lease, sub-license, resell, publish, publicly display, distribute or otherwise allow any third party to access and/or to use the Services, use the Services for a commercial timesharing, service bureau, or outsourcing arrangement, or to otherwise use the Services in any manner not expressly allowed under this Agreement;
4. copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, make derivative works of, or derive, or attempt to derive, the source code of, the Services or any components thereof, except as and only to the extent any of these restrictions are specifically prohibited by applicable law or to the extent as may be specifically permitted by the licensing terms governing use of any open sourced components included with the Gravyty Technology;
5. access all or part of the Services in order build a product or services which competes with the Services; 
6. use any automated means to access the Services and/or use any robot, spider, data scraping or content extraction tool or similar mechanism with respect thereto; 
7. create any unauthorized Internet ‘links’ to the Services, or ‘frame’ or ‘mirror’ any content of the Services on any other server or wireless or Internet-based device; 
8. take any action that imposes or may impose, as determined at Gravyty’s sole discretion, a disproportionately large load on the infrastructure used by Gravyty; 
9. interfere or attempt to interfere with the integrity or proper working of the Services (including the enjoyment of use of the Services by other of Gravyty’s customers); 
10. remove, deface, obscure, or alter Gravyty’s, or any third party’s patent numbers, copyright notices, trademark notices, trade names, serial numbers, labels, tags or other identifying marks, symbols, legends or proprietary rights affixed to or provided as part of the Services, or use or display logos of the Services differing from those of Gravyty;
11. copy any ideas, features, functions or graphics of the Services and/or use the Services for the purpose of creating a competitive software product or service; 
12. send, upload, distribute, transmit or disseminate via the Services any unlawful or infringing content, or any viruses, worms, defects, Trojan horses, corrupted files or other destructive or malicious code and/or material;
13. use the Services to generate and/or distribute any content which is harmful, threatening, tortuous, abusive, causes harassment, defamatory, vulgar, obscene, libelous, hateful, is otherwise unlawful, false, inaccurate, misleading malicious, or discriminatory; and/or
14. use the Services in violation of third-party rights and/or for any unlawful purpose (or one that could associate Gravyty, in its reasonable judgment, with any improper or inappropriate purpose) or in breach of this Agreement. 

3.3 Customer shall notify Gravyty promptly and in writing, if Customer becomes aware of any unauthorized, improper or wrongful use of the Services which comes to its notice and will, at the request of Gravyty, take all steps reasonably required by Gravyty to cause such unauthorized, improper or wrongful use of the Services, to cease. 

3.4 Any portion of the Services that is licensed by Gravyty from a third party and provided to Customer hereunder, is subject to the terms and conditions of the license associated with such third-party software (including, but not limited to, any open source software programs), and nothing in this Agreement shall restrict, limit, or otherwise affect any rights or obligations Customer may have, or conditions to which Customer may be subject to, under such terms and conditions. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, Gravyty does not make any representation or warranty, and does not undertake any defense or indemnification, with respect to any third-party software. 

3.5 The Customer shall input, import, upload, post, or otherwise submit to Gravyty the Customer Data for the purpose of using the Services. 

Where applicable, the Customer shall cooperate with Gravyty personnel, as required, in order to enable launching of the Services to Users, all in accordance with the timeframe set forth in the implementation schedule, which shall be attached to the applicable Order Form. The Customer hereby acknowledges and agrees that Gravyty’s ability to launch the Services to Users is dependent upon the Customer and the Administrator providing Gravyty, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to Customer Data, as required in accordance with the implementation schedule.

3.6 Certain Services, as more specifically defined in the Order Forms, may contain AI Features. The Customer hereby acknowledges and agrees that Gravyty may utilize AI Features as part of the Services and hereby waives any claim that Customer may have against Gravyty in connection with such AI Features.

4. GRANT OF CUSTOMER LICENSE 

4.1 License to Customer Data. 

1. The Customer has and shall retain the sole and exclusive ownership of the Customer Data, including all Intellectual Property Rights related thereto.
2. The Customer hereby grants Gravyty, during the Term, a non-exclusive, worldwide, transferable, sub-licensable, fully paid up and royalty free license to use the Customer Data, including to access, process, collect, display, copy, store, reproduce, modify, alter, adapt, arrange, translate, create derivative works of, embed, incorporate and/or otherwise use the Customer Data, for the purpose of providing the Services under this Agreement, and for the purpose of providing, maintaining, enhancing, further developing, and improving the Services, provided hereunder to the Customer.
   Such license right shall include the right to use such Customer Data, in aggregate or other de-identified or anonymized forms, and to analyze and use such aggregated, de-identified or anonymized Customer Data and other information, all for the purpose of providing, maintaining, enhancing, further developing, and improving the Services (“Derived Data”).
3. The Customer hereby represents, warrants, acknowledges and covenants that: (a) it has the right to use the Customer Data for the purpose of using the Services in accordance with this Agreement and to grant Gravyty the license granted herein, (b) the Customer Data it provides Gravyty under this Agreement, does not infringe or violate any Intellectual Property, proprietary, privacy or publicity rights of any third party, (c) it has the sole responsibility and liability for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use of all Customer Data, (d) Gravyty will make no effort to validate any of the Customer Data for correctness or usability, and shall not be responsible or liable for the deletion, correction, destruction, damage, loss and/or failure to store any Customer Data, and (e) Gravyty has no obligation to retain any Customer Data provided thereto, except as necessary for the provision of the Services. 
4. Customer shall indemnify, defend, and hold Gravyty harmless and its directors, officers, employees and agents, from and against any damage, loss, cost, expense or liability, resulting from or arising out of any third-party claim brought against Gravyty to the extent that such third-party claim alleges that the Customer Data and/or the use thereof by Gravyty, infringes any Intellectual Property Rights of a third party. 

4.2 User Data.

1. It is acknowledged that the User Data uploaded onto the Gravyty Technology will be, during the Term, processed and administered by Gravyty, all for the purposes of maintaining, enhancing, further developing, and improving the Services, as well as ensuring the protection and integrity of the User Data.  
2. Gravyty hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable, royalty free license to use User Data for its internal development and advancement purposes. 
3. Gravyty represents that it shall: (a) use User Data solely for provision of the Services and shall not transfer and/or sell and/or disclose such User Data to any third party, unless required by applicable law; (b) upon termination of this Agreement, transfer all rights in and to the User Data to the Customer and the Customer shall be entitled to obtain and/or download such User Data from the Gravyty Technology. 

4.3 License to Customer Marks. Customer hereby grants Gravyty during the Term, a non-exclusive, worldwide, transferable, sub-licensable, fully paid up and royalty free license to use Customer Marks for the purposes of provision of the Services as well as for promotional and marketing purposes on Gravyty’s website and marketing materials.

4.4 AI Features.

For the purposes of this Section 4.4, the following terms shall have the definitions ascribed to them below: 

“Output Materials” means the outputs and results of the AI Features processing of Customer Data, such as the automatically-generated text or voice responses to inquiries submitted to AI Features. Training Data and Improvements are not and shall not be deemed to be “Output Materials”. 

“Training Data” means the weighted, tagged, labeled and/or categorized text and other similar metadata that is a byproduct of AI Features processing Customer Data, Derived Data and other data and that is used to train, tune and/or improve the algorithm or machine learning models underlying the AI Features.

1. Right to Use Output Materials. Customer agrees that Gravyty may use a version of the Output Materials, that has all Personal Data anonymized and de-identified, for Gravyty’s internal research purposes, to improve the quality of the analytics of the AI Features and to improve the algorithms of the AI Features, and that this right will survive any expiration or termination of this Agreement. Gravyty will not (and any transferees of such materials will not) attempt in any way to re-identify any Personal Data included in such materials except with Customer’s prior written consent. 
2. AI Model Improvements. To the extent Gravyty makes any improvements to its algorithms (“Improvements”) based upon its processing of Customer Data, Derived Data and the resulting machine learning or training of its algorithms, or to the extent Gravyty or its subcontractors develop or generate any Training Data based upon the processing of Customer Data or otherwise in connection with the provision of the Services, then the Customer agrees that Gravyty exclusively owns all right, title and interest in and to the Improvements and the Training Data, including all related Intellectual Property Rights therein. 
3. The Customer hereby specifically acknowledges and agrees that any Improvements and Training Data may be used for the benefit of Gravyty and other of Gravyty’s Customers. Gravyty shall exert best effort to ensure that Improvements and Training Data do not and will not under any circumstances contain any of Customer’s Confidential Information or any Personal Data. 
4. NOTWITHSTANDING ANY CONTRARY PROVISION HEREIN, GRAVYTY DOES NOT REPRESENT OR WARRANT THAT THE OUTPUT MATERIALS WILL BE ACCURATE, COMPLETE, ERROR-FREE, OR FIT FOR A PARTICULAR PURPOSE.

5. DATA PROTECTION AND COMPLIANCE 

5.1 Gravyty will implement reasonable appropriate technical and organizational measures to protect Personal Data uploaded by the Customer onto the Gravyty Technology against unauthorized access, disclosure, alteration, or destruction, considering the state of the art, the costs of implementation and the nature, scope, context, and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

5.2 Gravyty has no obligation to monitor Customer’s use of the Services. However, Gravyty reserves the right (but not the obligation) at all times to monitor, review, retain and disclose any information as necessary to satisfy or cooperate with any applicable law, regulation, legal process or government request. 

5.3 Customer is responsible for its secure use of the Services, including creating and properly securing its account authentication credentials, and implementing access controls on Customer’s end.

5.4 Customer acknowledges that the security measures are subject to changes, which may reflect technological developments and industry practices. Gravyty shall ensure that such changes do not result in overall objective degradation to the level of security.Customer hereby acknowledges and agrees that, in the provision of the Services, Gravyty uses third party cloud-based computing systems and generative artificial intelligence-powered tools located worldwide both for its internal operations and for the purpose of providing the Services, and that Customer Data may be processed, accessed and/or stored using such systems for the sole purpose of providing the Services to the Customer.

5.5 Customer hereby represents and warrants that it has duly obtained, and shall during the Term and shall continue to obtain, all necessary consents from Users for Gravyty’s processing of User Data, if and as required under applicable Data Protection Legislation and/or otherwise under applicable law.

5.6 PCI Compliance and SOC 2. 

1. Gravyty hereby confirms that, to the extent applicable for the provision of the Services to the Customer hereunder, it shall implement and maintain certification of the relevant Payment Card Industry (“PCI”) compliance standards on an annual basis and shall provide the Customer confirmation of the same upon request.
2. Gravyty hereby confirms that it has been assessed by an independent third-party auditor and has obtained a SOC 2, Type II certification. Gravyty shall provide the Customer with confirmation and documentation of the same upon request. 

6. FEES AND PAYMENT 

6.1 In consideration of the provision of the Services, the Customer shall pay Gravyty the Fees, set forth in Order Form. All Fees are non-refundable (except as set out in Section 9.7(b) below) and shall be quoted and paid for in US dollars, unless stated otherwise in the Order Form.

6.2 Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying any Taxes associated with its purchases hereunder. 

If Gravyty has a legal obligation to pay or collect Taxes for which Customer is responsible under this Section 6.2, Gravyty will invoice Customer and Customer will pay that amount unless Customer provides Gravyty with a valid tax exemption certificate authorized by the appropriate taxing authority. 

Where Customer is required by its governing law to withhold or deduct any taxes or any other amounts upon payment of the Fees to Gravyty, Customer shall, in addition to the Fees, pay the withheld or deducted amounts such that Gravyty receives the Charges free of all deductions or withholdings. 

For clarity, Gravyty is solely responsible for taxes assessable against it based on its income, property and employees. 

6.3 Customer shall not be entitled to withhold or delay any payment due to Gravyty hereunder and shall not set off or deduct therefrom any amounts whatsoever.

6.4 In the event of late payment of the Fees on any applicable Order Form, Gravyty may assess interest on overdue payments at the rate of one and one half percent (1.5%) per month, or the maximum lesser rate allowed by law, from the due date for payment until payment is received by Gravyty (whether before or after judgment), accruing on a daily basis and compounding monthly, without thereby derogating from other rights and remedies afforded to Gravyty under this Agreement and/or under any applicable law, including (but not limited to) right to seek recovery for all expenses incurred in pursuing payment (including but not limited to) collection fees, attorney fees and litigation costs. 

6.5 In the event that Customer fails to pay, for any reason, undisputed amounts within thirty (30) days from the due date for payment, such failure shall constitute a material breach of this Agreement by Customer, and Gravyty shall be entitled to suspend the provision of the Services to the Customer, without thereby derogating from other rights and remedies afforded to Gravyty under this Agreement and/or under any applicable law. 

6.6 The Customer acknowledges and agrees that this Agreement and the related Order Form(s) constitute a legally binding contract upon execution. The obligations contained herein, including the obligation to pay all Fees set forth, are not contingent upon internal Customer approvals, administrative changes, stakeholder transitions, or the level or frequency of use of the Services.

The Customer further agrees that no cancellation or termination shall be permitted during the Term except as expressly allowed under the termination provisions contained in this Agreement or applicable Order Form. The Customer’s failure to use the Services, or dissatisfaction with use cases or features not expressly stated in the Order Form or accompanying documentation, shall not relieve it of its payment obligations or justify early termination.

6.7 Customer acknowledges that its purchase decision is based solely on the express representations, functionality, and scope of Services as documented in this Agreement and related Order Forms or Exhibits. Any implied expectations regarding performance, use cases, or outcomes that are not specifically included in writing are hereby disclaimed and shall not be grounds for rescission or refund.

7. REPRESENTATIONS AND WARRANTIES 

7.1 Each Party hereby represents and warrants that (a) it has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement, (b) its signing of, and agreement, to this Agreement have been duly authorized by all requisite corporate actions, (c) the persons signing this Agreement on behalf of each of the Parties have full authority to do so and their signature binds the respective Party for all intents and purposes, (d) this Agreement is a valid and legally binding obligation thereon, enforceable against it in accordance with its terms, and (e) nothing contained in this Agreement nor the performance thereof shall place the relevant Party in breach or default of any obligation or other agreement, law or regulation by which it is bound or to which it is subject, or requires the consent of any third party. 

7.2 Gravyty hereby warrants that it (a) is the owner or licensee of all the Intellectual Property in and to the Services, and that, to the best of its knowledge, the Services shall not infringe upon any third party’s rights, and that (b) it has the right to grant the License to the Customer under this Agreement; provided, however, that Customer’s sole and exclusive remedy for breach of the provisions set out in this Section 7.2 is the indemnification set forth in Section 9.7 below. 

7.3 GRAVYTY HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ANY REPRESENTATIONS, WARRANTIES AND LIMITATIONS NOT EXPRESSLY STATED IN THIS SECTION 7, WHETHER WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION), ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR USE, QUALITY OF SERVICE, OR NON-INFRINGEMENT. 

7.4 THE SERVICES ARE PROVIDED TO CUSTOMER ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS, AND WITHOUT WARRANTY OF ANY KIND. THE CUSTOMER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT GRAVYTY DOES NOT REPRESENT OR WARRANT THAT THE OPERATION OF THE SERVICES WILL BE ACCURATE, UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, CORRUPTION, ATTACK, INTERFERENCE, HACKING, OTHER SECURITY INTRUSION OR OTHER HARMFUL COMPONENTS OR THAT ERRORS WILL BE CORRECTED, OR THAT THE SERVICES WILL OPERATE ON DEVICES AND/OR OPERATION SYSTEMS OTHER THAN THOSE SPECIFIED BY GRAVYTY.  

7.5 THE CUSTOMER HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT GRAVYTY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM AND/OR RELATED TO ANY DISRUPTIONS AND/OR IMPAIRMENTS IN CUSTOMER’S CONNECTION TO THE INTERNET. 

7.6 The Customer hereby expressly acknowledges and agrees that the use of any of the Services, shall be at the Customer’s sole risk and Gravyty does not bear any responsibility and/or liability for any content and/or information posted by the Customer or Users, as part of the Services. 

7.7 Gravyty makes no guarantee of confidentiality or privacy of any communication or information transmitted between Customer’s computers and the Gravyty Technology. 

7.8 No advice or information, whether oral or written, obtained by Customer from Gravyty, or through or from the Services, will create any warranty not expressly stated in this Agreement. 

8. LIMITATION OF LIABILITY 

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE PROVISIONS OF SECTION 8.4 BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR (I) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND/OR (II) ANY DAMAGES RESULTING FROM LOSS OF OR DAMAGE TO DATA, LOSS OF REVENUES, LOSS OF PROFITS, LOSS OF GOODWILL OR LOSS OF USE, AND WITH RESPECT TO GRAVYTY (III) ANY THIRD PARTY CLAIMS AGAINST CUSTOMER (EXCEPT AS PROVIDED IN SECTION 9.7 BELOW WITH RESPECT TO THE AMOUNT PAID OR TO BE PAID TO THE THIRD PARTY); ALL, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR ANY ORDER FORM, REGARDLESS OF THE BASIS FOR LIABILITY OF ANY CLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE), EVEN IF INFORMED OF SUCH DAMAGES. 

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE PROVISIONS OF SECTION 8.4 BELOW:

1. SUBJECT TO THE PROVISIONS OF SECTION 8.2(b) BELOW, THE MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT AND/OR ANY ORDER OF EITHER PARTY, INCLUDING (BUT NOT LIMITED TO) LIABILITY ARISING OUT OF SERVICES PERFORMED, WILL BE LIMITED TO THE TOTAL AGGREGATE AMOUNT OF FEES PAID BY THE CUSTOMER TO GRAVYTY UNDER THE SPECIFIC ORDER FORM FROM WHICH THE CLAIM ARISES, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO LIABILITY OCCURRED. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT. 
2. THE MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT AND/OR ANY ORDER OF EITHER PARTY IN RELATION TO SPECIAL CLAIMS (AS DEFINED BELOW), WILL BE LIMITED TO THE TOTAL AGGREGATE AMOUNT EQUAL TO TWO (2) TIMES THE FEES PAID BY THE CUSTOMER TO GRAVYTY UNDER THE SPECIFIC ORDER FORM FROM WHICH THE CLAIM ARISES, DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE LIABILITY OCCURRED. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.
   For the purposes hereof, “Special Claims” means (a) claims arising from a Party’s breach of its obligations under Section 5 (Data Protection and Compliance) or Section 10 (Confidentiality) hereto, or (b) Gravyty’s indemnification obligation under Section 9.7 (IP Indemnity) below. 

8.3 The limitations of liability set out in Sections 8.1 and 8.2 above, shall also apply to the benefit of either Party’s shareholders, directors, officers, employees, agents, licensors and suppliers, as well as to the respective shareholders, directors, officers, employees, agents, licensors and suppliers of Gravyty’s Affiliates. Such shareholders, directors, officers, employees, agents and suppliers are intended third party beneficiaries of such contractual limitation of liability and will be entitled to enforce such limitation directly against the other Party. 

8.4 Notwithstanding anything to the contrary expressed or implied in this Agreement and/or any Order Form, the limitations set out in Sections 8.1 and 8.2 above shall not apply (a) claims arising from bodily injury, including death, in the event that such injury or death arises from negligence by a Party, (b) willful misconduct, fraud or fraudulent misrepresentation and/or (e) any amounts due or payable to Gravyty under this Agreement and/or any Order Form. 

8.5 Customer acknowledges and agrees that (a) the limitations of liability set out in this Section 8, as well as any other exclusions of liability available to Gravyty under applicable law, shall apply to any claim brought against Gravyty in connection with this Agreement by an User, and that (b) the limitation on Gravyty’s liability under Section 8.2 above applies cumulatively to all events giving raise to Gravyty’s liability under this Agreement towards the Customer and any User; accordingly, Gravyty’s liability will be reduced to the extent that the Customer and/or any User has collected from Gravyty pursuant to the provisions hereof. 

9. INTELLECTUAL PROPERTY / IP INDEMNITY

Ownership of Gravyty Technology.

9.1 This is not a contract of sale. All present and future rights, title, and interest in and to the Gravyty Technology, including (but not limited to) all Intellectual Property Rights therein, are and shall be at all times the sole and exclusive property of Gravyty. Customer is granted no title or ownership rights in or to the Services.

9.2 Without derogating from the above, Gravyty hereby reserves all proprietary rights in and to (a) all source codes and object codes of the Services, (b) all designs, engineering details and other data pertaining to the Services, and (c) all original works, computer programs, discoveries, inventions, patents, know-how, and techniques arising out of, and/or any and all products developed as a result of, the provision of the Services. The Services contain trade secrets of Gravyty, including, without limitation, the source code version and the specific design thereof.

9.3 The Customer may use the Services only in accordance with and subject to the terms and conditions of Sections 2 and 3 above. 

9.4 All rights not expressly granted to Customer in this Agreement are hereby retained by Gravyty.

9.5 Subject to Section 2.2 above, Customer shall not use Gravyty’s name, logo or trademarks without prior written consent from Gravyty, and shall not adopt, use or register any trade names or symbols that are identical, or confusingly similar, to any trademarks or trade names used by Gravyty. 

9.6 Customer shall promptly notify Gravyty in writing of any infringement or other violation of Gravyty’s Intellectual Property Rights to which Customer becomes aware. 

Gravyty shall have the sole and exclusive right to protect and defend Gravyty’s Intellectual Property Rights, at its sole cost and expense. Customer shall reasonably cooperate with Gravyty, at Gravyty’s expense, in the defense and protection of such Intellectual Property Rights. 

9.7 IP Indemnity.

1. Subject to the limitation of Gravyty’s liability as set out in Section 8.2(b) above, Gravyty shall, subject to the exclusions set out in Section 9.7(c) below, indemnify and hold Customer harmless from and against any costs and damages awarded against Customer by a court in a final judgment, as a result of, and defend Customer against, any third-party claim that the normal anticipated use of the Services, as specified in the Documentation, infringes such third party’s Intellectual Property Rights, provided that Customer (1) notifies Gravyty in writing promptly of each such claim; (2) gives Gravyty sole control of the defense and/or settlement of the claim; (3) furnishes to Gravyty, upon Gravyty’s request, all information available to Customer for such defense; (4) fully cooperates with Gravyty in the defense or settlement of the claim; and (5) does not admit to any such claim, agree to settle such claim, and/or make any payments with respect to such claim, without Gravyty’s prior written consent.
2. If all or any part of the Services is, or in the opinion of Gravyty is likely to become, the subject of a claim of infringement, Gravyty may at its sole discretion and expense: (i) procure for Customer the right to use the Services or the affected part thereof, (ii) modify the Services or affected part to make it non-infringing, or (iii) if none of the foregoing remedies is commercially feasible as determined by Gravyty in its sole discretion, Gravyty may terminate this Agreement and shall refund the Customer with the Fees paid by Customer to Gravyty for use of the infringing Services, pro-rated over the remaining duration of the then-current Term.
3. Gravyty shall have no liability for any claim of infringement based on the: (i) failure by the Customer to use an update provided by Gravyty, (ii) combination, operation, or use of the Services with other products not provided or approved in advance and in writing by Gravyty, (iii) Customer’s use of the Services in any manner inconsistent with the License terms, the terms of this Agreement and/or the Documentation, (iv) modification, alteration, or enhancement to the Services not performed or expressly authorized in advance and in writing by Gravyty, (v) any Customer Data provided to Gravyty, and/or (vi) Gravyty’s compliance with Customer’s specific instructions and/or advice; in such cases, Customer will indemnify Gravyty for infringement claims as provided above.
4. THE FOREGOING PROVISIONS OF THIS SECTION 9.7 STATE THE ENTIRE LIABILITY AND OBLIGATION OF GRAVYTY, AND THE EXCLUSIVE REMEDY OF THE CUSTOMER, FOR CLAIMS OF INFRINGEMENT OF THIRD-PARTY RIGHTS, AND GRAVYTY SHALL HAVE NO ADDITIONAL LIABILITY WITH RESPECT TO ANY ALLEGED OR PROVEN INFRINGEMENT.

9.8 Feedback.

Gravyty will have sole and exclusive ownership of all right, title and interest in and to any Feedback, including (but not limited to) all Intellectual Property Rights therein, and Customer hereby irrevocably assigns to Gravyty all such rights. Gravyty will be free to use any Feedback as Gravyty will see fit, without any restriction, obligation or compensation to Customer or any other third party. Gravyty will not be required to treat any Feedback as confidential. Customer acknowledges that Customer is responsible and liable for whatever Feedback Customer submits.

9.9 External Third-Party Sites.

1. The Services may enable access to certain third-party web sites, including (but not limited to) social media platforms which have a link on the Services (collectively, “External Sites”). Gravyty is not responsible or liable for the practices employed by External Sites linked to the Services, nor for the information or content contained therein.
2. Customer’s and/or User’s browsing and interaction on any External Site, is subject to that External Site’s own rules and policies. Gravyty shall not be responsible nor incur any liability to Customer regarding any amendments, modifications or updates to the terms, conditions, policies and permissions of External Sites connected to the Services. 
3. Without derogating from the generality of Section 9.9(b) above, Gravyty shall not be responsible or liable to Customer for any: (i) content accessed by or on behalf of a User or from any social media network; (ii) interactions or communications between Customer and/or the Users and any third parties through any social media network; or (iii) transactions relating to a separate agreement or arrangement between Customer or the Users and any social media network. 
4. GRAVYTY DOES NOT WARRANT OR ENDORSE ANY ADVERTISING, PRODUCTS, SERVICES OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH EXTERNAL SITES AND IS NOT LIABLE FOR ANY LOSS AND/OR DAMAGE WHICH MAY BE INCURRED BY CUSTOMER, USER AND/OR ANY OTHER THIRD PARTY, AS A RESULT OF, AND/OR IN CONNECTION WITH, ANY RELIANCE PLACED BY CUSTOMER AND/OR USER ON ANY OF THE ABOVE. TO THE EXTENT CUSTOMER AND/OR USER CHOSES TO ACCESS SUCH EXTERNAL SITES, THEY DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ANY APPLICABLE LAWS, INCLUDING BUT NOT LIMITED TO APPLICABLE LOCAL LAWS.
5. Gravyty reserves the right, at any time and from time to time, without liability to Gravyty or notice, to change, suspend, remove, or disable Customer’s and/or User’s access to any External Services, and/or to impose limits on your use of, or access to, certain External Services.
6. Gravyty shall not be liable if the operator of any External Sites ceases to make its network available for use with the Services. For the avoidance of doubt, Customer shall not terminate nor receive any credit, refund or any other compensation as a result of any unavailability of access to any External Sites.

10. CONFIDENTIALITY 

10.1 Unless otherwise authorized in the Agreement, Recipient will (a) only use Discloser’s Confidential Information to fulfill its obligations or exercise its rights under this Agreement; and (b) not disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.

10.2 The Recipient shall promptly notify the Discloser in writing of any actual or suspected loss or unauthorized use, disclosure, or access of the Discloser’s Confidential Information of which it becomes aware, and take all steps reasonably requested by the Discloser to limit, stop, or otherwise prevent such loss or unauthorized use, disclosure, or access.

10.3 All of Discloser’s Confidential Information shall be and remain the sole and exclusive property of the Discloser. Disclosure of the Discloser’s Confidential Information to the Recipient shall not be construed as granting the Recipient any right, title, or license, whether express or implied, with respect to the Discloser’s Confidential Information or to its related Intellectual Property or products (including, but not limited to, improvements, modifications and/or derivatives related to the Confidential Information), other than the right to use the Confidential Information strictly in accordance with the provisions of this Agreement. The right to file property rights based on the Confidential Information shall be reserved to the Discloser only. The Recipient shall not assert a right based on prior use, or assert an objection of public prior use, against property rights based on Confidential Information received under this Agreement.

10.4 The confidentiality obligations of the Recipient regarding the Discloser’s Confidential Information shall not apply to Confidential Information which (a) is on the Effective Date, or thereafter becomes part of the public domain in reasonably integrated form without fault on the part of the Recipient, (b) is lawfully obtained from a source other than the Discloser, which source is free of any obligation to keep the same confidential, (c) is previously known to the Recipient without an obligation to be kept confidential, as can be substantiated by written and dated records, (d) was independently developed by the Recipient, without use of, or reference to, the Discloser’s Confidential Information or Intellectual Property, as can be substantiated by written and dated records, or (e) is expressly released in advance and in writing from such obligations by the Discloser.

10.5 Recipient may disclose Discloser’s Confidential Information (or any part or parts thereof) to the extent required by applicable law if, unless prohibited by applicable law, Recipient provides the Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser’s expense, with the Discloser’s efforts to obtain confidential treatment for the Confidential Information.

10.6 Recipient may disclose Discloser’s Confidential Information (or any part or parts thereof) to its employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if such person or entity is bound by confidentiality obligations at least as protective as those in this Section 10 and Recipient remains responsible for the compliance of any such person or entity with the terms of this Section 10.

10.7 Each Party acknowledges that its breach of this Section 10 might cause the other Party extensive and irreparable harm and damage and agrees that the other Party shall be entitled to seek injunctive relief to prevent use or disclosure of its Confidential Information not authorized by this Agreement, in addition to any other remedy available to the other Party under this Agreement and/or under any applicable law. 

10.8 Upon the expiration or termination of this Agreement for any reason, and/or at the first written request of the Discloser, the Recipient shall, (a) return to the Discloser any document or other material in tangible form in its possession being part of the Confidential Information of the Discloser, as well as all copies thereof, and/or (b) destroy any document or other material in tangible form that contains Confidential Information of the Discloser and the Recipient as well as all copies thereof, and (c) confirm such return and/or destruction in writing to the Discloser.

Notwithstanding the foregoing, each Party shall be entitled to retain copies of Confidential Information for backup and archive purposes and neither Party shall be required to return or destroy any such Confidential Information if such return or destruction is impracticable, technically infeasible or contrary to either Party’s bona fide existing document retention policies, all provided that such retained Confidential Information shall remain subject to the obligation of confidentiality under the terms of this Agreement in perpetuity.

10.9 Neither Party shall disclose, advertise, or publish the terms and conditions of this Agreement (or any summary of any of the forgoing) to any third party without the prior written consent of the other Party, unless and to the extent required to do so by law or in order to establish or enforce such Party’s rights hereunder. Any press release, publication, advertisement or public disclosure regarding this Agreement is subject to both the prior review and the written approval of both Parties, which shall not be unreasonably withheld, conditioned or delayed. 

Notwithstanding the above, Customer agrees that Gravyty may disclose that Customer is a licensee of Gravyty’s products and services to Gravyty’s potential investors and/or Customers. 

11. MSA TERM AND TERMINATION

11.1 Term of the MSA. This Agreement will be effective as of the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, shall continue to be of valid until the expiry of the Term on the last Order Form issued under this Agreement (the “MSA Term”). 

11.2 Termination for cause. Either Party may terminate this Agreement and/or any applicable Order Form in the event the other Party materially breaches this Agreement, by sending the other Party a written notice of the alleged material breach and intention to terminate if the breach is not cured. If the breaching Party fails to cure such breach within thirty (30) days of receipt of such notice, the other Party may, by written notice, terminate this Agreement and/or any applicable Order Form.

11.2.1 Material Breach Defined. For the purposes of this Agreement, a “Material Breach” shall mean a substantial failure by a party to perform any of its essential obligations under this Agreement, which: (a) materially defeats the purpose of this Agreement; (b) is not caused by factors outside the breaching party’s reasonable control; and  (c) is not cured within thirty (30) days of receipt of written notice from the non-breaching party describing the breach in reasonable detail.

11.2.2 For clarity, Customer acknowledges and agrees that the following shall not constitute a Material Breach by Gravyty:

1. Unavailability or limitations of any functionality not expressly included in the Order Form, Exhibits, or official documentation;
2. Platform inefficiencies, feature requests, or performance issues that do not render the core Services inoperable for a sustained period;
3. Issues related to user access during high-demand usage spikes unless such failure results in persistent and total service outage and Gravyty fails to remedy within a commercially reasonable period;
4. Lack of specific analytics, integrations, mobile functionality, or other enhancements not expressly warranted in writing at the time of contracting; or
5. Any dissatisfaction with the Services based on expectations not clearly documented in the Agreement or related materials.

11.2.3 Customer’s sole and exclusive remedy for any breach of this Agreement that does not constitute a Material Breach shall be as otherwise stated herein or in the applicable SLA, if any.

11.3 Termination in the event of bankruptcy. This Agreement and/or any Order Form may be terminated by either Party on written notice, if the other Party becomes insolvent, ceases to do business as a going concern, makes an assignment, composition or arrangement for the benefit of its creditors, or admits in writing its inability to pay debts, or if proceedings are instituted by or against it in bankruptcy under applicable insolvency laws, or for receivership, administration, winding-up or dissolution (other than in the course of a solvent reorganization or restructuring approved by the other Party to this Agreement), provided such proceedings are not dismissed within sixty (60) days from the initiation thereof.

11.4 Effect of expiration or termination. Upon expiration or termination for any reason of this Agreement, the following will apply:

1. the License granted to Customer, hereunder and on any applicable Order Form, shall terminate on the effective date of termination and Customer shall immediately (and shall ensure that all applicable Users) discontinue all access to, and use of, the Services;
2. Gravyty will provide Customer for a period of thirty (30) days from the effective date of the expiration or termination of this Agreement, upon Customer’s written request, with a reasonable opportunity to download its Customer Data and User Data, in a generally accepted industry format. Gravyty reserves the right to permanently delete any Customer Data that may be in its possession at any time following said thirty (30) day period, and Customer agrees to waive any legal or equitable rights or remedies it may have against Gravyty with respect to Customer Data that is deleted in connection thereto;
3. Gravyty shall immediately cease performing the Services; 
4. Customer shall immediately pay to Gravyty all outstanding amounts owed to Gravyty pursuant to Section 6 above. In respect of Services supplied but for which no invoice has been submitted, Gravyty may submit an invoice, which shall be payable immediately on receipt; 
5. each Party shall cease the use of the other Party’s Confidential Information and shall either return or destroy such Confidential Information, as set out in Section 10.8 above; 
6. upon payment in full of all outstanding invoices, transfer to Customer any domain names used by Gravyty in providing the Services; and
7. expiration or termination for any reason of this Agreement shall cause the expiration or termination of any outstanding Order Form. 

For the avoidance of any doubt, expiration or termination for any reason of this Agreement shall not derogate from rights and obligations accrued prior to the Effective Date of expiration or termination, shall not relieve Customer from its obligation to pay any Fees that remain unpaid and shall not limit either Party from pursuing other available remedies, provided that Gravyty’s total liability shall be limited as set out in Section 8 above.

11.5 Suspension of Services. Gravyty may suspend or deny access to or use of all or any part of the Services, without thereby derogating from other rights and remedies afforded to Gravyty under this Agreement and/or under any applicable law, if (a) Gravyty is required to do so by law or court order, (b) the Customer or any Administrator have accessed or used the Services beyond the scope granted under this Agreement, (c) Customer or Administrator have been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Services (d) Customer or any Administrator have failed to comply with the limitations and restrictions described in this Agreement, or (e) Customer or any Administrator have otherwise failed to comply with this Agreement and have failed to cure such breach within thirty (30) days after being provided written notice. The above shall not derogate from the provisions of Section 6.7 above.

11.6 Survival. The provisions of Sections 3, 4.1(c), 4.1(d), 5, 6, 7, 8, 9, 10, 11.4, 11.6, and 12 through and including 16, shall survive the expiration or termination of this Agreement for any reason, together with such other provisions necessary to give effect to such provisions.

12. COMPLIANCE WITH LAWS / EXPORT REGULATIONS / SANCTIONS / ANTI-CORRUPTION LAWS

12.1 Gravyty hereby covenants that in providing the Services under this Agreement, and otherwise in performing this Agreement, it shall comply with all the applicable laws and regulations. 

The Customer hereby covenants that in accessing and/or using the Services, and otherwise in performing this Agreement, it shall comply with all the applicable laws and regulations.

Each Party shall indemnify and hold the other Party harmless from any and all loss or damage sustained because of the Party’s non-compliance with any applicable laws or regulations as set out or referred to in this Section 11.

12.2 Without derogating from the generality of Section 12.1 above:

1. (a) The Customer hereby acknowledges and agrees that it shall not by itself, or allow any third party, to export or re-export the Services, without the express prior written consent of Gravyty, that any such export or re-export shall be in full compliance with all Export Control Laws (as defined below), and that Customer hereby assumes the sole responsibility and liability for such compliance.
   For the purposes hereof, “Export Control Laws” means the export control laws and regulations of the United States, the European Union, and/or any regulator or governmental authority in any relevant country.
   The Customer hereby represents, warrants and covenants that it will comply with all applicable Export Control Laws and will not take any action to cause itself or Gravyty to violate any applicable Export Control Laws.
   This Agreement may be terminated by Gravyty upon written notice to Customer, if Customer violates Export Control Laws or it becomes unlawful under Export Control Laws for Gravyty to perform this Agreement, as determined by Gravyty in its sole discretion. The above shall not derogate from other rights and remedies afforded to Gravyty under this Agreement and/or under any applicable law.
2. Each Party hereby represents and warrants that, at the Effective Date, it and its directors, officers, and employees are not: (a) the subject or target of any sanctions or trade embargos administered or enforced by any relevant government authority, including, without limitation, OFAC, the U.S. Department of State, the U.S. Department of Commerce, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), (b) owned 50% or more by or otherwise controlled by, or acting on behalf of one or more persons referenced above, or (c) located, organized or resident in a country or territory that is the subject or the target of Sanctions. 
   Each Party hereby represents, warrants and covenants that it will comply with all applicable Sanctions and will not take any action to cause itself or the other Party to violate any applicable Sanctions.
   This Agreement may be terminated by either Party upon written notice to the other Party (“Affected Party”), if the Affected Party violates any Sanctions or it becomes unlawful under Sanctions for the non-Affected Party to perform this Agreement, as determined by the non-Affected Party in its sole discretion. The above shall not derogate from other rights and remedies afforded to the non-Affected Party under this Agreement and/or under any applicable law.
3. Each Party shall, and shall require that its and its directors, officers, and employees comply with all applicable anti-corruption and anti-bribery laws, including but not limited to, the U.S. Foreign Corrupt Practices Act of 1997 and the U.K. Bribery Act 2010, each as amended and including any rules or regulations thereunder (collectively, “Anti-Corruption Laws”).
   This Agreement may be terminated by either Party upon written notice to the other Party (“Affected Party”), if the Affected Party violates any Anti-Corruption Laws, as determined by the non-Affected Party in its sole discretion. The above shall not derogate from other rights and remedies afforded to the non-Affected Party under this Agreement and/or under any applicable law.

13. GOVERNING LAW / JURISDICTION / WAIVER OF JURY TRIAL

13.1 The validity, performance, construction and effect of this Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

13.2 Any claim, whether based on contract, tort or other legal theory (including, but not limited to, any claim of fraud or misrepresentation), arising out or relating to this Agreement or any Order Form, including its validity, enforceability, interpretation, performance, breach or termination, shall be referred to the state and federal courts located in the State of Delaware, which shall have exclusive jurisdiction with respect to any such disputes. Both Parties hereby submit to the exclusive jurisdiction of the aforementioned courts.

Notwithstanding the foregoing, Gravyty may seek injunctive relief for any reason and at any time in any court of competent jurisdiction.

13.3 THE PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS AGREEMENT.

14. NOTICES 

14.1 All notices required or permitted under this Agreement, shall be in writing, will reference this Agreement and will be delivered by courier service. All notices will be sent to the Parties’ respective addresses set forth in the heading of this Agreement. Notice will be effective upon receipt or refusal of delivery. Any such notice shall be considered to have been given on the delivery date reflected by the courier service receipt. Each Party may change its address for receipt of notice by giving written notice of such change to the other Party. Notices may also be sent via email to Gravyty at legal@gravyty.com

Notices to Gravyty shall be sent to: 

Gravyty, Inc. 
Attn: Legal Department
2033 Sixth Avenue, Suite 600
Seattle, Washington 98121
legal@gravyty.com 

Notices to Customer shall be sent to the following address and contact, which Customer agrees to complete upon execution of this Agreement:

Notices to Customer shall be sent to: 

Company Name: _________________________
Attention: _______________________________
Address: ________________________________
City, State, Zip: __________________________
Email: _________________________________

15. MISCELLANEOUS

15.1 Insurance. Gravyty shall, at its own expense, carry and maintain during the Term of this Agreement commercial general liability insurance and cyber insurance consistent with industry standards.

15.2 Headings and Interpretation. The headings of the Sections in this Agreement are for reference only and shall not be considered in the interpretation hereof. All references in this Agreement to Sections shall, unless otherwise provided, refer to the Sections in the respective document attached hereto where the reference is made. All references in this Agreement to Exhibits shall, unless otherwise provided, refer to the Exhibits attached hereto. 

In this Agreement, unless the context otherwise requires or expressly stated otherwise: singular terms include the plural and vice versa; the use of any gender shall be applicable to all genders; the words “include” and “including” will not be construed as terms of limitation; the words “day”, “month” and “year” mean respectively, calendar day, calendar month and calendar year. Any use of a defined verb includes other tenses. References to any legislation or regulations include references to any amendments or re-enactments thereof from time to time. 

15.3 Entire Agreement. This Agreement, together with all Order Forms made hereunder, contains the complete agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes any prior understandings, agreements or representations by or among the Parties which relate to the subject matter of this Agreement. 

15.4 Amendment. This Agreement shall not be amended without the express prior written consent of both Parties hereto. Any amendment affected in accordance with this Section 15.4 shall be binding upon the Parties.

15.5 Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be construed, limited, modified or deleted, to the extent necessary to eliminate any invalidity or unenforceability, and the remaining provisions of this Agreement remain in full force and effect.

15.6 Waiver. No waiver of any right under this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party to be bound. No waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement.

15.7 No Partnership. Nothing contained in this Agreement shall be construed as creating a partnership, joint venture, agency or other similar relationship between the Parties, nor as granting either Party the right, power, or authority (express or implied) to act for, represent, conclude any agreements on behalf of, bind or otherwise create any duty or obligation for the other or make any representations or commitments on its behalf. There shall be no employer-employee relationship between the Parties’ employees.

15.8 Assignment and Subcontracting. Neither Party may assign, subcontract and/or otherwise transfer any of its rights and/or obligations under this Agreement or any Order Form to any third party without the prior written consent of the other Party, and any purported assignment or transfer without the other Party’s prior written consent shall be null and void. 

Notwithstanding the above, Gravyty may (i) assign some or all of its rights and/or obligations under this Agreement to any Affiliate thereof, (ii) assign some or all of its rights and/or obligations under this Agreement to any third party in connection with a merger, acquisition, sale of assets, by operation of law, or otherwise; and/or (iii) subcontract all or part of its obligations under this Agreement to any third party, without notice to, or consent by, the from Customer, and in the event of such subcontracting, all of Gravyty’s obligations and liabilities hereunder shall remain with Gravyty. Subject to the above, this Agreement shall be binding upon, and shall inure to the benefit of, the Parties hereto and their respective successors and permitted assigns.

15.9 Force Majeure. A Party hereto shall not be liable for any delay, loss and/or damages resulting from causes beyond the reasonable control thereof, including, but not limited to, acts of God, acts of a public enemy, acts of any governmental or quasi-governmental agency or any of their political subdivisions, fire, flood, epidemics, explosion, power or telecommunications irregularities, quarantine restrictions, strikes or other labor unrest, earthquakes, civil commotion or revolutions, war, terrorist attack, or unusually severe weather conditions. 

15.10 No Third-Party Beneficiaries. This Agreement does not create any obligation of a Party to any third parties, nor shall it be deemed to create any rights or causes of action on behalf of any third parties. The above shall not derogate from the provisions of Section 8.3 above.

15.11 Electronic Signatures. The Parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures.

15.12 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all Parties had signed the same document.

16. UPDATES TO THIS AGREEMENT

16.1   Gravyty reserves the right to update or modify this Agreement from time to time. Any such updates or modifications will be posted on Gravyty’s website and will include a revised “Last Updated” date at the top of this Agreement.

16.2   Gravyty may update this Agreement without Customer’s prior written consent where such update is required or reasonably necessitated by: (a) applicable law, regulation, or governmental directive; (b) a change in the legal or regulatory framework governing the Services or the processing of data in connection therewith; or (c) a judicial or regulatory order or ruling applicable to Gravyty or the Services (collectively, “Mandatory Updates”). Gravyty will use commercially reasonable efforts to provide Customer with written notice of any Mandatory Update at least thirty (30) days prior to its effective date, except where applicable law or regulation requires or permits a shorter notice period.

16.3  For any updates to this Agreement that do not constitute Mandatory Updates, Gravyty will provide Customer with written notice of the proposed changes at least thirty (30) days prior to the effective date. Customer’s continued use of the Services following the effective date of such update shall constitute acceptance of the updated Agreement. If Customer does not agree to the updated terms, Customer may terminate its use of the Services by providing written notice to Gravyty prior to the effective date of the update, in accordance with Section 11 of this Agreement.

16.4   Notwithstanding the foregoing, the terms of any executed Order Form, including pricing, term, and scope of Services shall not be modified by an update to this Agreement without Customer’s express written consent. Section 15.4 of this Agreement continues to govern any amendments to the commercial terms set forth in an Order Form.

DEFINITIONS 

17.1 Definitions. When used in this Agreement, the capitalized terms below have the following meanings:

“Administrator” means an employee of the Customer authorized by the Customer to have access to an administration account to the Services, who has been supplied with user identification and passwords.

“Affiliate” means with respect to a Party, any other legal entity which directly or indirectly owns or controls that Party or is under the same direct or indirect ownership or control as that Party or is directly or indirectly owned or controlled by that Party, for as long as such ownership or control exists. Ownership or control shall exist through the direct or indirect ownership of more than fifty percent (50%) of the nominal value of the issued equity share capital, or of more than fifty percent (50%) of the shares entitling the holders to vote for the election of directors or persons performing similar functions, or sole right by any other means to elect or appoint directors, or persons who collectively can exercise such control.

“AI Features” means artificial intelligence, machine learning or similar technologies used by Gravyty in the provision of the Services. 

“Customer Data” means any data, information or material inputted, imported, transferred or otherwise provided by the Customer (including, without limitation, its Administrators) to Gravyty and uploaded by the Customer onto the Gravyty Technology for the purposes of the provision of the Services, including any Personal Data and User Data included therein. 

“Customer Marks” means Customer’s trademarks, trade names, service marks, logos and designs.

“Confidential Information” means information, in whatever form disclosed, provided by or on behalf of either Party (“Discloser”) to the other Party (“Recipient”), or to which the Recipient otherwise gains access, prior to and/or in the course of or incidental to the performance of this Agreement, and that should reasonably be understood by the Recipient because of legends or other markings, the circumstances of disclosure or the nature of the information itself, to be proprietary and confidential to the Discloser or a third party. 

“Data Protection Legislation” means, as applicable, the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and any implementing law thereof; the California Consumer Privacy Act of 2018 (CCPA); and the Family Educational Rights and Privacy Act (FERPA). 

“Documentation” means any technical and functional documentation which is provided by Gravyty as part of the Services, which may include, without limitation, user guides, implementation and installation instructions as well as training materials.

“Feedback” means any feedback, remarks, ideas, comments, suggestions, or any other information that Customer and/or any third party on its behalf, shall provide to Gravyty in relation to and/or related to the Services.

“Fees” means the fees that the Customer must pay to Gravyty in consideration of the license granted under this Agreement in order to subscribe to, access and use the Services, all as set forth in the Order Form. 

“Gravyty” means the entity listed above and/or any of its Affiliates;

“Gravyty Technology” means all Gravyty’s proprietary technology, including software, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible and intangible technical material or information, and any enhancements, modifications, derivative works, alterations, revisions, extensions and/or national language versions made thereto (whether as part of and/or resulting from the provision of the Services hereunder, or otherwise), the output of any maintenance services, and any updates provided with respect to the software, and all copies of the foregoing as well as all associated Intellectual Property, used by Gravyty in the provision of the Services. 

“Initial Term” means the period of time for the license and provision of services as set forth in the first Order Form.

“Intellectual Property” means all intellectual, moral, industrial and/or proprietary property and rights now or hereafter recognized under any applicable law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including, but not limited to (i) all forms of patents and utility models; (ii) inventions, discoveries (whether patentable or not); (iii) rights associated with works of authorship, including but not limited to copyrights and mask works; (iv) trademarks and service marks, trade names, domain name registration, and all goodwill associated therewith; (v) industrial designs (whether or not capable of registration) and design rights; (vi) database rights; (vii) trade secrets and know-how; (viii) all rights to confidential or proprietary information; and with respect to the intellectual property included in paragraphs (i) through and including (viii) above – including all of the tangible embodiments thereof and any rights analogous to those mentioned herein; all derivative works thereof; and any current or future applications, substitutions, revisions, additions, renewals, extensions, restorations, provisionals, continuations, continuations-in-part, divisions, re-examinations and reissues thereof or thereto; the right to apply to any of the above; all rights and privileges, statutory and non-statutory with respect to any of the above, including, but not limited to, the right, if any, to sue or bring other actions for past, present and future infringement thereof. 

“Intellectual Property Rights” means all rights, title and interest in and to any Intellectual Property. 

“Order Form” means the fully executed ordering document which is made a part of this Agreement, and which sets forth the Services ordered by the Customer (as well as the applicable package and features), the Initial Term or any Renewal Term, the Fees and any other terms as may be mutually agreed upon by the parties.

“Personal Data” means (unless otherwise defined under applicable Data Protection Legislation), any data or information provided to Gravyty hereunder, that relates to an identified or identifiable individual under any applicable law relating to the protection thereof. 

“Renewal Term” means any period of time for the license and provision of services as set forth in the First Order Form and/or subsequent Order Forms.

“SaaS” means software-as-a-service, a software licensing and delivery subscription model in which software is centrally hosted, and the licensed services are made available to Customers over the Internet, the license fees are paid on a reoccurring basis, and the related maintenance services are provided and charged as part of the licensed services and related license fees.

“Services” means the SaaS licensing and delivery model under which Gravyty shall provide the Customer with access to the Gravyty Technology, Documentation and all other related services, all as specifically set forth in the Order Form. For clarity, and unless the context otherwise requires or expressly stated otherwise, reference to “Services” shall refer also to the Gravyty Technology.

“Term” means collectively the Initial Term and any Renewal Term as set out in any applicable Order Form.

“Users” means the end user who shall have access to and use of the Services, and who is not an Administrator. 

“User Data” means any data, information or material (including Personal Data of Users) inputted, imported, transferred or otherwise provided directly by Users to Gravyty and uploaded by the such Users onto the Gravyty Technology and/or accumulated thereon, including data recorded relating to the activity of the Users while using the Services, as well as all data derived therefrom, excluding Customer Data and Derived Data.

17.2 Other capitalized expressions used in this Agreement will have the meaning assigned to them elsewhere in this Agreement.

[Signatures on next page]

IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives, have signed this Agreement as of the Effective Date:

GRAVYTY, INC.	[CUSTOMER NAME]
Signature: _________________________________	Signature: _________________________________
Name:        __________________________________	Name:        __________________________________
Title:           ___________________________________	Title:           ___________________________________
Date:         ____________________________________	Date:         ____________________________________

EXHIBIT B

SUBSCRIPTIONS/PRODUCTS

This Exhibit A describes the Software subscriptions and products licensed to Customer under the Order Form. All capitalized terms not defined herein shall have the meaning set forth in the Master Service Agreement.

1. PRODUCTS AND SUBSCRIPTIONS BY ENTITY

Customer has licensed the following Software products for the Term specified in the Order Form:

═══════════════════════════════════════════════════════

OCELOT PLATFORM PRODUCTS

The Ocelot Platform is an AI-powered student engagement and communication platform that provides 24/7 support through chatbot technology, answering student questions and guiding them through critical academic milestones.

Core Platform Features:

• AI-Powered Chatbot – Multilingual chatbot (100+ languages) providing 24/7/365 student support across all departments
• Live Chat Capability – Seamlessly transitions from AI to human support when needed
• Multi-Channel Deployment – Web chat, SMS text messaging, email, social media integration, and WhatsApp
• Natural Language Processing – Understands and responds to student queries in conversational language
• Knowledge Base Management – Automated daily content synchronization from institutional sources
• Administrative Portal – Centralized management and customization interface

Student Support Modules:

• Financial Aid & FAFSA Support – Specialized content pack for financial aid questions and FAFSA guidance
• Admissions & Enrollment – Prospective student engagement and application support
• Registrar Services – Course registration, transcripts, grades, and academic records
• Student Accounts & Bursar – Billing, payments, refunds, and account inquiries
• Academic Advising – Degree requirements, course planning, and academic policies
• IT Help Desk – Technology support and system access assistance
• Housing & Residence Life – On-campus living, room assignments, and housing policies
• Student Services – General campus resources, student life, and support services

Integration Capabilities:

• Student Information System (SIS) – Integration with Ellucian Colleague, Banner, PeopleSoft, and others
• Customer Relationship Management (CRM) – Salesforce, Slate, TargetX integration
• Learning Management System (LMS) – Canvas, Blackboard, Moodle integration
• Single Sign-On (SSO) – Seamless authentication with institutional credentials
• Microsoft Teams & Zoom – Platform integration for human handoff
• API Access – Custom integrations with institutional systems

Analytics & Reporting:

• Real-Time Dashboards – Monitor chat volume, response times, and student engagement metrics
• Conversation Analytics – Track most frequently asked questions and identify knowledge gaps
• Student Journey Tracking – Follow student interactions across multiple touchpoints
• Custom Reporting – Generate reports by department, topic, time period, or user segment
• Performance Metrics – Measure bot accuracy, satisfaction scores, and deflection rates

Campaign & Engagement Tools:

• Proactive Messaging – Send targeted messages to specific student segments
• SMS Campaigns – Text message outreach for important deadlines and reminders
• Automated Notifications – Trigger-based messages for financial aid, registration, payment deadlines
• Student Surveys – Collect feedback and satisfaction data directly through the platform

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IVY.AI PLATFORM PRODUCTS

The Ivy.AI Platform (IvyQuantum™) is an enterprise-grade AI chatbot platform designed specifically for higher education, healthcare, and government institutions to automate inquiries and improve communication efficiency.

Core Platform Features:

• IvyQuantum™ Generative AI Engine – GPT-4 powered chatbot grounded in institutional content
• Automated Content Crawling – Daily web crawling and indexing of institutional knowledge sources
• Semantic Search Technology – Multi-layer AI architecture that reduces hallucinations
• Trace Answer Technology – Every response links back to original source for verification
• Vector Database – Stores and retrieves institutional knowledge with high accuracy
• Multilingual Support – Translation in 100+ languages via Google Translate integration

Deployment Channels:

• Website Chat Widget – Embedded chat on any institutional webpage
• SMS Text Messaging – Two-way text communication with students
• Email Integration – Gmail and Outlook plugins for composing AI-assisted email responses
• Voice & IVR – Telephone-based support through interactive voice response
• Social Media – Facebook Messenger integration
• Amazon Alexa – Voice-activated information access
• WhatsApp Business – Messaging through WhatsApp platform

Content Management:

• Knowledge Base Builder – Create and organize institutional Q&A content
• Drag-and-Drop Flow Builder – Design custom conversation paths without coding
• Content Packs – Pre-built, frequently updated modules for common topics (Financial Aid, Admissions, etc.)
• Custom Responses – Conditional logic, buttons, forms, and integration triggers
• Content Approval Workflow – Review and approve bot responses before publication
• A/B Testing – Test different responses to optimize engagement

Integration Capabilities:

• SIS Integration – Access student records for personalized responses (with proper authentication)
• CRM Integration – Salesforce, Ellucian, Zendesk, HubSpot, Oracle, SAP
• Authentication Systems – SSO, LDAP, Shibboleth for secure data access
• Third-Party Tools – Hobsons, Campus Management, Tribal integration
• API Access – RESTful APIs for custom integrations
• Webhook Support – Real-time data synchronization

Analytics & Insights:

• Conversation Analytics Dashboard – Track usage, popular topics, and satisfaction scores
• User Behavior Tracking – Monitor student journey and engagement patterns
• Response Accuracy Metrics – Measure bot confidence and answer quality
• Department-Specific Reports – Filter analytics by college, department, or user segment
• Call Volume Reduction Tracking – Measure impact on phone, email, and walk-in traffic
• ROI Reporting – Quantify time and cost savings from automation

Live Agent Features:

• Human Handoff – Seamless transfer from bot to live agent
• Conversation Inbox – Centralized queue for all live chat conversations
• Agent Dashboard – Monitor active conversations and response times
• Canned Responses – Pre-written responses for common agent inquiries
• Collaboration Tools – Internal notes and agent-to-agent communication

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IVY & OCELOT UNIFIED PLATFORM (MERGED SOLUTION)

Ivy & Ocelot from Gravyty represents the unified platform that combines the best features of both Ivy.AI and Ocelot into a single, comprehensive AI engagement solution for higher education.

Unified Platform Features:

• Automated Content Sync – Refreshes every 24 hours to stay aligned with institutional knowledge sources
• AI Search (formerly IvySearch) – Generative AI search bar delivering multimedia, institution-specific results
• Brand Voice Customization – Tailor bot tone and personality to match institutional brand or department identity
• Content Packs – Curated, frequently updated modules for Financial Aid, Admissions, Registrar, and more
• Multi-Department Deployment – Deploy tailored AI assistants for every campus department
• Centralized Governance – Unified platform with cross-campus connectivity and oversight
• FERPA Compliance – Full compliance with student privacy regulations

Department-Specific AI Assistants:

• Enrollment Management – Admissions, recruitment, and yield management support
• Student Success – Advising, retention, tutoring, and wellness resources
• Housing & Residential Life – Room selection, assignments, and housing policies
• Information Technology – Help desk, password resets, system access
• Athletics – Sports schedules, tickets, eligibility, and athlete resources
• Advancement & Alumni Relations – Giving, events, volunteer opportunities
• Financial Services – Billing, payments, financial aid, scholarships
• Academic Departments – Program-specific information and departmental resources

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GRAVYTY PLATFORM PRODUCTS

The Gravyty Platform is an AI-powered fundraising and donor engagement platform that automates outreach, increases philanthropic giving, and provides intelligent communication recommendations.

RAISE – AI-Powered Fundraising Outreach

Raise helps frontline fundraisers focus on the right donors and provides AI-driven recommendations for donor engagement.

Core Features:

• AI-Powered Email Prompts – Automated, personalized email suggestions for donor outreach
• Daily Outreach Plans – AI recommends prospects, messages, and timing for fundraiser activity
• Donor Discovery – AI identifies hidden revenue opportunities and potential major gift prospects
• Dynamic Portfolio Management – Automatically assigns and reassigns donors based on engagement and capacity
• Moves Management Automation – Tracks donor cultivation stages and suggests next steps
• Travel Planning – AI-powered recommendations based on donor concentration and priority
• Call Prompts – Suggested talking points and donor background for phone outreach
• Follow-Up Reminders – Automated reminders for outstanding tasks, thank-yous, and milestone touchpoints
• Stewardship Automation – Triggered messages for birthdays, anniversaries, and giving milestones

Integration & Data:

• Bi-Directional CRM Sync – Integrates with Raiser’s Edge NXT, Salesforce, Ellucian Advance
• Donor Intelligence – Analyzes giving history, wealth indicators, and engagement signals
• Activity Tracking – Logs all donor interactions automatically in CRM
• Performance Analytics – Measure fundraiser productivity, donor response rates, and revenue impact

ADVANCE – Online Fundraising & Giving Day Platform

Advance is Gravyty’s digital fundraising platform for online giving, giving days, crowdfunding, and year-round donation campaigns.

Core Features:

• Customizable Giving Sites – Fully branded donation pages and giving day microsites
• Everyday Giving Forms – Mobile-optimized donation forms for 365-day fundraising
• Recurring Giving – Automated monthly giving programs with donor retention tools
• Peer-to-Peer Fundraising – Enable ambassadors to create personal fundraising pages
• Crowdfunding Campaigns – Launch project-based fundraising with progress tracking
• Matching Gift Challenges – Automated matching gift programs to incentivize giving
• Donor-Advised Funds (DAF) – Accept DAF payments through platform integration
• Corporate Matching – Capture employer matching gift opportunities
• Transaction Fee Coverage – Allow donors to cover processing fees
• Retargeting Campaigns – Re-engage donors who abandoned donation process

Giving Day Features:

• Animated Leaderboards – Real-time leaderboard displays for competitive giving
• Fundraising Thermometers – Visual progress bars to track campaign goals
• Social Sharing Tools – One-click social media sharing to amplify reach
• Heatmaps – Visual representation of giving by geography or affiliation
• Hourly Challenges – Time-based incentives to drive urgency and participation
• Ambassador Dashboards – Track individual fundraiser performance and impact

Communication Tools:

• Email Campaigns – Drag-and-drop email builder with donor segmentation
• SMS Text Messaging – One-to-one and bulk text message campaigns
• Two-Way Messaging Center – Manage donor text conversations in shared inbox
• Automated Drip Campaigns – Schedule and automate multi-touch donor communications
• Personalized Video Integration – Embed Gratavid videos in emails and giving pages

Payment Processing:

• Embedded Payment Solution – Seamless, PCI-compliant donation processing
• Multiple Payment Methods – Credit card, ACH, Apple Pay, Google Pay, Venmo
• Recurring Payment Management – Donor self-service portal for managing recurring gifts
• Receipt Automation – Instant tax receipts via email

Analytics & Reporting:

• Real-Time Dashboards – Monitor donations, traffic, and engagement during campaigns
• Custom Reports – Build unlimited custom reports with visual charts
• Donor Insights – Track donor behavior, giving trends, and retention metrics
• ROI Tracking – Measure campaign performance and return on investment
• Data Export – Export donor data for CRM integration and analysis

Integration Capabilities:

• CRM Integration – Raiser’s Edge NXT, Salesforce, Ellucian Advance
• Payment Processors – Stripe, Blackbaud Merchant Services, and 100+ processors
• Accounting Software – QuickBooks, Xero integration for financial reconciliation

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GRADUWAY PLATFORM PRODUCTS

Graduway is a branded alumni networking and engagement platform that builds thriving online communities for colleges, universities, and nonprofits.

Core Platform Features:

• Branded Alumni Portal – Fully customizable, white-label community website and mobile app
• Personalized Homepage – Dynamic, user-specific content based on interests, location, and engagement history
• Community Newsfeed – Interactive social feed for announcements, stories, and member updates
• Member Directory – Searchable directory with filters by industry, location, class year, interests
• Mobile App – Dedicated iOS and Android apps for on-the-go engagement
• Social Media Integration – Sign-in through LinkedIn, Facebook, Google; pull social feeds into platform

Community & Networking:

• Affinity Groups – Create exclusive groups by class year, geography, industry, interests, or identity
• Private Spaces – Secure groups for confidential discussions and targeted outreach
• Discussion Forums – Topic-based conversations and knowledge sharing
• Member Messaging – Direct messaging between community members
• Connection Recommendations – AI-suggested connections based on shared interests and goals
• Alumni Maps – Interactive global map showing where alumni live and work

Mentorship & Career Development:

• Structured Mentorship Programs – Formal mentoring with goals, milestones, and program dashboards
• Flash Mentoring – Quick, one-off mentorship sessions for immediate guidance
• Auto-Matching Algorithms – Pair mentors and mentees based on experience, goals, and availability
• Mentor-Mentee Messaging – Built-in communication tools for program participants
• Progress Tracking – Monitor mentorship relationships and program outcomes
• Career Counseling – Connect alumni with career coaches and advisors

Job & Opportunity Boards:

• Job Postings – Alumni and employers post job opportunities
• Internship Board – Internship and co-op opportunities for current students
• Business Directory – Showcase alumni-owned businesses
• Volunteer Opportunities – Post and promote volunteer needs
• Application Tracking – Track job applications and candidate pipelines

Event Management:

• Event Creation & Promotion – Build branded event pages with registration
• RSVP Management – Track attendee registrations and send reminders
• Payment Collection – Accept event fees and ticket sales through integrated payments
• Calendar Integration – Sync events to personal calendars
• Virtual Event Support – Host webinars and virtual gatherings
• Attendance Tracking – Check-in functionality and post-event reporting
• Event Reminders – Automated email and SMS reminders before events

Communication & Engagement:

• Mass Messaging – Send targeted emails to specific groups or segments
• Activity Digests – Automated weekly or monthly email summaries of platform activity
• SMS Notifications – Text message alerts for important updates
• Push Notifications – Mobile app notifications for new messages, events, and posts
• Welcome Messages – Automated onboarding for new community members
• Video Messaging Integration – Gratavid video messages embedded in communications

Giving & Fundraising:

• Donation Integration – Embedded giving forms powered by Advance
• Campaign Pages – Create fundraising campaigns with progress tracking
• Peer-to-Peer Fundraising – Enable alumni to fundraise on behalf of institution
• Donor Recognition – Highlight donors and giving levels within community

Analytics & Insights:

• Engagement Metrics – Track logins, post interactions, and member activity
• Event Analytics – Measure event attendance and registration trends
• Communication Performance – Email open rates, click-through rates, and engagement
• Member Growth – Monitor new registrations and community expansion
• Custom Reports – Build reports filtered by segment, time period, or activity type
• Data Export – Export member data for external analysis or CRM integration

Administrative Tools:

• User Management – Approve registrations, edit profiles, and manage access
• Content Moderation – Review and approve posts before publication
• Group Administration – Create and manage affinity groups and permissions
• Pre-Population – Bulk upload alumni data from institutional databases
• Role-Based Permissions – Define admin, moderator, and user permissions
• Multi-Admin Support – Allow multiple staff members to manage platform

Integration Capabilities:

• CRM Integration – Raiser’s Edge NXT, Salesforce, Blackbaud CRM
• Data Synchronization – Bi-directional sync to keep alumni records up-to-date
• Handshake Integration – Job board integration for career services
• Simplicity Integration – Career platform integration
• Gratavid Integration – Video messaging for personalized alumni outreach
• Advance Integration – Embedded fundraising and donation tools

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ATHLETE NETWORK PLATFORM PRODUCTS

Athlete Network is a centralized digital platform for current and former student-athletes, designed to help athletic departments build lifelong communities and drive engagement and fundraising.

Core Platform Features:

• Branded Athlete Hub – Customizable, white-label digital home for athlete community
• Athlete Directory – Searchable database of current and former student-athletes
• Sport-Specific Communities – Separate spaces for each sport program
• Mobile-Responsive Platform – Optimized for desktop, tablet, and mobile access
• Stakeholder Segmentation – Manage athletes, families, alumni, donors, and boosters separately or together

Engagement & Communication:

• Targeted Messaging – Send emails and texts to specific sports, class years, or segments
• Coach-to-Athlete Communication – Direct channels for coaches to reach their alumni
• Announcements & Updates – Share news, game schedules, and program updates
• Social Feed – Community newsfeed for stories, photos, and athlete achievements
• SMS Campaigns – Bulk and one-to-one text messaging
• Push Notifications – Mobile alerts for important updates

Career Development:

• Career Resources – Job postings, internship opportunities, and career guidance
• Mentorship Programs – Connect current athletes with alumni mentors
• Networking Opportunities – Industry connections and professional development
• Employer Partnerships – Showcase companies actively hiring athletes
• Resume & Interview Tools – Career preparation resources

Fundraising & Giving:

• Integrated Donation Forms – Accept contributions directly through platform (powered by Advance)
• Sport-Specific Fundraising – Campaigns for individual teams and programs
• NIL Support – Tools for Name, Image, and Likeness fundraising and compliance
• Donor Recognition – Highlight supporters and giving levels
• Peer-to-Peer Campaigns – Alumni and athletes fundraise on behalf of programs

Event Management:

• Event Creation – Build event pages for reunions, watch parties, and gatherings
• Registration & RSVPs – Track attendance and collect event fees
• Calendar Integration – Sync events to athlete and alumni calendars
• Reminders – Automated event reminders via email and SMS

Forms & Data Collection:

• Custom Forms – Create surveys, waivers, and information-gathering forms
• Payment Collection – Collect fees, dues, or donations through integrated payments
• Data Export – Export responses for reporting and analysis

Analytics & Reporting:

• Engagement Metrics – Track platform usage, logins, and activity by sport or segment
• Communication Analytics – Measure email and SMS open rates and click-through rates
• Giving Analytics – Track donations, donor retention, and campaign performance
• Event Analytics – Monitor registration and attendance trends
• Custom Dashboards – Build visual reports for stakeholder presentations

Administrative Tools:

• User Management – Add, edit, and manage athlete and alumni profiles
• Access Control – Set permissions for coaches, staff, and administrators
• Content Moderation – Review and approve posts and comments
• Bulk Uploads – Import athlete data from institutional databases
• Multi-Sport Management – Manage all sports programs from single dashboard

Integration Capabilities:

• CRM Integration – Connect with Raiser’s Edge NXT, Salesforce, and other advancement systems
• Data Synchronization – Keep athlete records up-to-date across systems
• Raise Integration – AI-powered donor engagement for athletic fundraising
• Advance Integration – Digital fundraising tools for giving days and campaigns
• Gratavid Integration – Video messaging for personalized athlete and donor outreach

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GRATAVID PLATFORM PRODUCTS

Gratavid is a personalized video messaging platform that helps organizations create, send, and track authentic video content for donor stewardship, alumni engagement, and community outreach.

Core Platform Features:

• Video Recording – Record videos directly in-browser or via mobile device
• Video Upload – Upload pre-recorded videos from any source
• Video Editing – Trim, combine, and edit videos within platform
• Closed Captions – Auto-generated, editable captions with translation support
• Custom Branding – Add logos, colors, and brand elements to videos and landing pages
• Video Hosting – Secure cloud hosting for all video content
• Video Organization – Folder system for categorizing and managing videos

Video Types:

• One-to-One Videos – Personalized videos for individual recipients
• Bulk Video Campaigns – Send same video to multiple recipients with personalized landing pages
• Video Reels – Combine multiple videos into single compilation
• Video Requests – Request videos from others via email or SMS

Video Customization:

• Background Options – Blurred backgrounds (light or heavy blur) or custom image backgrounds
• Video Templates – Save reusable video templates for common messages
• Branded Landing Pages – Fully customizable video viewing experience
• Call-to-Action Buttons – Add donation buttons, RSVP buttons, or custom CTAs
• Personalized URLs – Unique links for each recipient for tracking
• Thumbnail Selection – Choose custom thumbnail image for video

Video Distribution:

• Email Integration – Send videos via email with embedded thumbnail and link
• SMS Text Messaging – Share video links via text message
• Social Media Sharing – One-click sharing to Facebook, Twitter, LinkedIn
• Website Embedding – Embed videos on institutional websites
• QR Code Generation – Create QR codes for video access

Video Request Features:

• Video Request Campaigns – Request videos from staff, volunteers, alumni, donors
• Bulk Request – Send video requests to multiple people at once
• Request Templates – Pre-written request messages for common scenarios
• Video Collection – Automatically collect and organize submitted videos
• Approval Workflow – Review and approve submitted videos before publishing

Automation & Integration:

• Smart Rules – Trigger automated video sends based on CRM events (e.g., donation received)
• Event-Based Triggers – Send videos for birthdays, anniversaries, milestones
• CRM Integration – Connect with Raiser’s Edge NXT, Salesforce, DonorPerfect, Bloomerang, Virtuous
• Advance Integration – Embed donation forms directly in video campaigns
• Graduway Integration – Send video messages to alumni community members
• Raise Integration – Launch Gratavid directly from fundraiser’s AI-drafted emails
• Zapier Integration – Connect with 1,000+ apps for workflow automation
• Microsoft Outlook Integration – Send videos directly from Outlook
• Planning Center Integration – Video messaging for faith-based organizations

Analytics & Tracking:

• Video Views – Track how many times each video is watched
• Watch Duration – See how long viewers watch videos (full view, partial view, drop-off points)
• Engagement Metrics – Track replies, link clicks, and call-to-action interactions
• Geographic Data – View where videos are being watched
• Device Tracking – Monitor which devices viewers use (desktop, mobile, tablet)
• Time-of-Day Analytics – Identify optimal send times based on viewing patterns
• Recipient Activity – See which individuals have watched videos
• Campaign Performance – Compare performance across multiple video campaigns
• Export Reports – Download analytics data for external reporting

Stewardship Use Cases:

• Thank You Videos – Personalized donor acknowledgment and appreciation
• Impact Videos – Show donors the impact of their contributions
• Birthday & Anniversary – Automated video messages for special occasions
• Milestone Celebrations – Recognize giving anniversaries and major gifts
• Welcome Videos – Onboard new donors, members, or students
• Holiday Greetings – Seasonal messages from leadership or staff
• Campaign Updates – Share progress updates during fundraising campaigns

Advanced Features:

• Video Stitching – Automatically combine multiple videos into one compilation
• Dynamic Video Personalization – Merge donor data into video landing pages
• A/B Testing – Test different video versions to optimize engagement
• Video Galleries – Create browsable video libraries for website embedding
• Password Protection – Restrict video access with password requirements
• Video Expiration – Set videos to become unavailable after specific date
• Custom Domains – Use institution’s domain for video landing pages
• White-Label Option – Remove Gratavid branding entirely

Mobile App Features:

• iOS & Android Apps – Full-featured mobile video recording and sending
• On-the-Go Recording – Record and send videos from anywhere
• Camera Quality – Record in high definition (up to 4K on supported devices)
• Mobile Notifications – Get alerts when videos are viewed or replied to

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2. SUBSCRIPTION DETAILS

Licensed Users:

[Specify number of authorized users or indicate “Unlimited” if applicable]

Data/Volume Limits:

[Specify any data storage limits, message volume limits, or interaction caps]

Modules/Features Included:

[List specific modules, features, or capabilities included in the subscription based on selections above]

3. ACCESS AND USE RIGHTS

Customer shall have the right to access and use the Software solely for its internal business purposes in support of [specify: advancement operations / student services / campus communications / athletic department operations] for the Customer entity identified in the Order Form.

Access to the Software is limited to the Authorized Users as defined in the Order Form. Additional users, departments, campuses, or affiliate entities require a separate Order Form or written amendment.

4. UPDATES AND MAINTENANCE

The subscription includes access to all Software updates, enhancements, and bug fixes released during the Term. Gravyty may perform scheduled maintenance with advance notice to Customer, and emergency maintenance as needed with reasonable efforts to minimize disruption.

5. USE RESTRICTIONS

Customer shall not:

• Copy, modify, or create derivative works of the Software;
• Reverse engineer, decompile, or disassemble the Software;
• Rent, lease, lend, sell, sublicense, or transfer the Software to any third party;
• Remove or alter any proprietary notices or labels on the Software;
• Use the Software in violation of any applicable laws or regulations; and/or
• Exceed authorized usage limits or share access credentials with unauthorized users.

6. DATA AND INTEGRATIONS

Customer retains all rights to Customer Data as defined in the Master Service Agreement. The Software may integrate with Customer’s existing systems including but not limited to:

• Student Information System (SIS)
• Customer Relationship Management (CRM) system
• Learning Management System (LMS)
• Email and calendar systems
• Single Sign-On (SSO) authentication
• Payment processors and financial systems
• Social media platforms

Specific integrations included in this subscription are detailed herein [.           ]

7. DISCLAIMER OF PERFORMANCE EXPECTATIONS

Customer acknowledges that its purchase decision is based solely on the express representations and scope of Services as documented in the Agreement and related Order Form(s) and/or Exhibits. Any implied expectations regarding performance, use cases, or outcomes that are not specifically included in writing are hereby disclaimed and shall not be grounds for rescission or refund.

8. PAYMENT OBLIGATION NOT TIED TO USAGE

Customer’s lack of use or limited engagement with the Services does not relieve them of their payment obligations.