GrayCyan means “GrayCyan LLC”
Client means GrayCyan’s Client for which GrayCyan is performing or has performed in the past services and/or work.
1. GrayCyan shares the Client’s web design via a live demo link. Demo link may be provided free of cost.
2. The Client is responsible to give timely feedback. In case feedback is not given, and GrayCyan is required to make the website live, the design will be considered final and accepted. No further changes will be made without extra charges. GrayCyan reserves the right, at its sole discretion, to charge extra for any feedback that takes more than 5 business days to reach GrayCyan. GrayCyan reserves the right, at its sole discretion, to decide how much extra will be charged to resume the work.
3. Discounted prices and/or discounted proposals are not eligible for customer satisfaction parameters.
4. It is at GrayCyan’s sole discretion to decide the definition of customer satisfaction.
5. It is at GrayCyan’s sole discretion to decide whether to issue refund for any work or service it performs.
6. GrayCyan reserves the right to charge extra for any work it deems, at its sole discretion, out of scope.
7. Once 3rd party subscription is bought on behalf of the client, GrayCyan reserves the right, at its sole discretion, to cancel it, retain it or release it. GrayCyan may decide, at its sole discretion, to sell subscription if possible to the Client or anybody who is interested in buying it.
Website Design, Website Development, Portal &/or Application Development, Hosting, CDN and DDoS Products
Whereas GrayCyan is a Primary Service Provider contracted to design website, develop website, develop portal &/or application. Whereas Client contracts GrayCyan to provide Services. NOW THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, (the receipt and sufficiency of which is hereby acknowledged by each, the Client and GrayCyan, referred to as“Party(ies)”), the Parties covenant and agree as follows:
1- Governing Law
This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that state and will be treated, in all respects, as an Ontario contract.
2- LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER THE PRIMARY SERVICE PROVIDER NOR BACKEND SERVICE PROVIDER WILL BE LIABLE FOR ANY (A) SUSPENSION OR LOSS OF THE SERVICES; (B) INTERRUPTION OF BUSINESS; (C) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE WEB SITE(S) PROVIDED THROUGH OR BY THE SERVICES; (D) LOSS OR LIABILITY RESULTING FROM ACTS OF GOD; (E) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (F) EVENTS BEYOND THE CONTROL OF THE PRIMARY SERVICE PROVIDER OR BACKEND SERVICE PROVIDER; (G) THE PROCESSING OF YOUR APPLICATION FOR THE SERVICES; OR (H) LOSS OR LIABILITY RESULTING FROM THE UNAUTHORIZED USE OR MISUSE OF YOUR ACCOUNT IDENTIFIER OR PASSWORD. YOU FURTHER AGREE THAT NEITHER THE PRIMARY SERVICE PROVIDER NOR BACKEND SERVICE PROVIDER WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER OR NOT EITHER THE PRIMARY SERVICE PROVIDER OR BACKEND SERVICE PROVIDER HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF EITHER THE PRIMARY SERVICE PROVIDER OR THE BACKEND SERVICE PROVIDER EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES FOR A ONE-MONTH PERIOD, BUT IN NO EVENT GREATER THAN ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES, THE LIABILITY OF THE PRIMARY SERVICE PROVIDER AND/OR BACKEND SERVICE PROVIDER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
YOU AGREE TO RELEASE, INDEMNIFY, AND HOLD THE PRIMARY SERVICE PROVIDER AND BACKEND SERVICE PROVIDER, THEIR CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, DIRECTORS AND AFFILIATES HARMLESS FROM ALL LIABILITIES, CLAIMS AND EXPENSES, INCLUDING ATTORNEY’S FEES AND COURT COSTS, FOR THIRD PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES OR ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, INFRINGEMENT BY YOU OR SOMEONE ELSE USING YOUR COMPUTER, OF ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY PERSON OR ENTITY, OR FROM THE VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT. WHEN EITHER THE PRIMARY SERVICE PROVIDER AND/OR BACKEND SERVICE PROVIDER MAY BE INVOLVED IN A SUIT INVOLVING A THIRD PARTY AND WHICH IS RELATED TO THE SERVICES UNDER THIS AGREEMENT, EITHER THE PRIMARY SERVICE PROVIDER AND/OR BACKEND SERVICE PROVIDER MAY SEEK WRITTEN ASSURANCES FROM YOU IN WHICH YOU PROMISE TO INDEMNIFY AND HOLD SUCH PARTIES HARMLESS FROM THE COSTS AND LIABILITIES DESCRIBED IN THIS PARAGRAPH. SUCH WRITTEN ASSURANCES MAY INCLUDE THE POSTING OF PERFORMANCE BONDS OR OTHER GUARANTEES. YOUR FAILURE TO PROVIDE SUCH ASSURANCES MAY BE CONSIDERED A BREACH OF THIS AGREEMENT BY YOU.
4- DISCLAIMER OF WARRANTIES
NEITHER THE PRIMARY SERVICE PROVIDER NOR BACKEND SERVICE PROVIDER MAKE ANY REPRESENTATIONS NOR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS AND WARRANTIES ARE NOT LEGALLY EXCLUDABLE. YOU UNDERSTAND AND AGREE THAT ANY DATA BREACH THROUGH THE USE OF THE SERVICE IS AT YOUR OWN RISK AND THAT GRAYCYAN WILL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM THE DATA BREACH. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EITHER THE PRIMARY SERVICE PROVIDER OR BACKEND SERVICE PROVIDER SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
GrayCyan and the Client will have the right to terminate the Agreement resulting from this proposal by giving a 14 working days’ notice to the other upon situations arising out of non-compliance of the stipulations of this proposal. The termination notice will be held valid only if it is preceded by a corresponding non-compliance notice issued at least thirty days prior to the date of the termination notice and if the non-compliance has continued until the date of the termination notice.
If GrayCyan issues the termination notice, for a breach of this Agreement by the Client, then the Client will pay all undisputed payments due (herein after called “GrayCyan dues”) as of the termination date stated in the notice, including those for the proportion of work completed in the on-going stage, until termination. If GrayCyan issues the termination notice, without there being any breach or neglect on the part of the Client, then Client shall pay “GrayCyan dues” only for that much work, as has been already been delivered to the Client.
If the Client issues the termination notice, it will pay “GrayCyan dues” as all amounts due as of the termination date stated in the notice, as well as payment that would have become due upon completion of the stage encompassing the termination date, except, if such termination was issued by the Client, owing to a fault or breach by GrayCyan of the terms and conditions of this Proposal. If in case Client has already paid more than “GrayCyan dues” at the time of executing the termination clause as explained earlier, GrayCyan will return to the client only that amount which is more than “GrayCyan dues”.
Terms & Conditions Changes
GrayCyan reserves the right to modify Terms & Conditions at any time, and such modifications are effective upon posting of the modified Terms & Conditions. Accordingly, in the event Client continues receiving Services and/or work from GrayCyan after modified Terms & Conditions have been published, it shall be deemed Client’s acceptance of the modified Terms & Conditions.
Displayed/Advertised Facts and/or Numbers
The displayed/advertised facts are based on 3rd party research reports. GrayCyan is not liable to any Client or third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the displayed/advertised facts and/or numbers.
If you have any questions or concerns regarding our Terms & Conditions, please contact us.